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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

☒ Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

~~Commission~~For ~~File~~the ~~No.~~year ~~000-51068~~ended December 31, 2021

~~VETANOVA INC~~☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from __________ to __________

Commission File Number: 333-212055

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)

335 A Josephine St. Denver, Colorado 80206

~~Registrant’s~~Address ~~telephone~~of ~~number~~principal ~~(303)~~executive ~~248-6883~~offices

~~Securities registered pursuant to Section 12~~(b303) ~~of the Exchange Act: None~~ 248-6883

~~Securities~~(Registrant’s ~~registered~~telephone ~~pursuant to Section 12(g) of the Act: Common Stock~~number, ~~$0.0001~~including ~~par~~area ~~value per share~~code)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection ~~the~~12(b) ~~registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes [ ] No [X]~~:

~~Indicate by~~Title ~~check~~of ~~mark~~each ifclass ~~the~~Trading ~~registrant~~Symbol isName ~~not~~of ~~required~~each toexchange ~~file~~on ~~reports~~which ~~pursuant~~registered toNone ~~Section~~N/A ~~13 or Section 15(d) of the Act. Yes [ ] No [X]~~N/A

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(dg) of the ~~Securities Exchange~~ Act: ofCommon 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 [X]Stock

Indicate by by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~a ~~electronically~~well-known ~~every~~seasoned ~~Interactive~~issuer, ~~Data~~as ~~File~~defined ~~required~~in ~~to be submitted pursuant to~~ Rule 405 of ~~Regulation S-T during~~ the ~~preceding~~Securities ~~12 months (or for such shorter period that the registrant was required to submit such files)~~Act. Yes ~~[X]~~☐ No ~~[ ]~~☒

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K~~ is not ~~contained~~required ~~herein,~~to ~~and~~file ~~will~~reports ~~not~~pursuant ~~be contained,~~ to ~~the~~Section ~~best~~13 ~~of registrant’s knowledge, in definitive proxy~~ or ~~information~~Section ~~statements~~15(d) ~~incorporated by reference in Part III~~ of ~~this Form~~the ~~10-K~~Act. orYes ~~any~~☐ ~~amendment~~No ~~to this Form 10-K. [ ]~~☒

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer,~~Section 13 or a15(d) ~~smaller~~of ~~reporting~~the Securities Exchange ~~company.~~Act ~~See~~of 1934 during the ~~definitions~~preceding of12 ~~“large~~months ~~accelerated~~(or ~~filer,”~~for ~~“accelerated~~such ~~filer”~~shorter ~~and~~period ~~“smaller~~that ~~reporting~~the ~~company” in~~registrant ~~Rule~~was ~~12b-~~required to file such reports), and (2) has ofbeen subject to such filing requirements for the ~~Act:~~past 90 days. Yes ☒ No ☐

[Indicate by ]check ~~Large~~mark ~~Accelerated~~whether ~~Filer~~the [registrant ]has ~~Accelerated~~submitted ~~Filer~~electronically [every ]Interactive ~~Non~~Data File required to be submitted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~Filer~~(§232.405 of this chapter) during the preceding 12 months (door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant was ~~[X]~~required ~~Smaller~~to ~~reporting~~submit ~~company~~such ~~[X]~~files). ~~Emerging~~Yes ~~growth~~☒ ~~company~~No ☐

IfIndicate anby ~~emerging~~check ~~growth~~mark ~~company,~~if ~~indicate~~disclosure byof ~~check~~delinquent ~~mark~~filers ifpursuant ~~the~~to ~~registrant~~Item ~~has~~405 ~~elected~~of Regulation S-K (§ 229.405 of this chapter) is not tocontained herein, ~~use~~and will not be contained, to the ~~extended~~best ~~transition~~of ~~period~~registrant’s ~~for complying~~knowledge, ~~with~~in ~~any~~definitive ~~new~~proxy or ~~revised~~information ~~financial~~statements ~~accounting~~incorporated by ~~standards~~reference ~~provided~~in ~~pursuant~~Part toIII ~~Section~~of ~~13(a)~~this ofForm ~~the~~10-K ~~Exchange~~or ~~Act~~any amendment to this Form 10-K. ~~[ ]~~☒

Indicate by check mark whether the registrant ~~has~~is ~~filed~~ a ~~report~~large onaccelerated ~~and~~filer, ~~attestation~~an toaccelerated ~~its~~filer, ~~management’s~~a ~~assessment~~non-accelerated offiler, ~~the~~or ~~effectiveness of~~a ~~its~~small ~~internal~~reporting company, ~~control~~or ~~over~~an ~~financial~~emerging ~~reporting~~growth ~~under~~company. ~~Section~~See ~~404(b)~~the definitions of ~~the~~“large ~~Sarbanes-Oxley~~accelerated ~~Act~~filer,” ~~(15~~“accelerated ~~U.S.C.~~filer,” “non-accelerated ~~7262(b))~~filer,” by“smaller ~~the~~reporting ~~registered public~~company,” ~~accounting~~and ~~firm~~“emerging ~~that~~growth ~~prepared~~company” orin ~~issued~~Rule ~~its~~12b-2 of ~~audit~~the ~~report.~~Exchange ~~[ ]~~Act.

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether~~☐ ~~the~~Accelerated ~~registrant~~filer is☐ aNon-accelerated ~~shell~~filer ~~company~~☒ ~~(as~~Smaller ~~defined~~reporting incompany ~~Rule~~☒ ~~12b-2~~Emerging ofgrowth ~~the~~company ~~Exchange Act). Yes [ ] No [X]~~☒

AsIf ofan ~~December~~emerging ~~31,~~growth ~~2020~~company, ~~194,971,866~~indicate ~~shares~~by ofcheck ~~the~~mark ~~registrant’s~~if ~~Common Stock were outstanding. As of December 31, 2020,~~ the ~~last~~ ~~business day of the~~ registrant’s ~~most~~has ~~recent~~elected ~~completed~~not ~~fiscal~~to ~~year,~~use the ~~aggregate~~extended ~~market~~transition ~~value~~period offor ~~the registrant’s~~complying ~~Common~~with ~~Stock held by non-affiliates of the registrant (without admitting that~~ any ~~person~~new ~~whose~~or ~~shares~~revised ~~are~~financial ~~not~~accounting ~~included~~standards inprovided ~~such calculation~~pursuant isto anSection ~~affiliate~~13(a) ~~was $1,524,341 based on the last sale price as reported by the Over-The-Counter-Bulletin-Board on such date. The number~~ of ~~shares of~~ the ~~registrant’s~~Exchange ~~common~~Act ~~stock outstanding as of March 25, 2021 is 215,475,502.~~☒

~~FORWARD~~Indicate ~~LOOKING~~by ~~STATEMENTS~~check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

~~This~~Indicate ~~registration~~by ~~statement~~check ~~contains~~mark ~~“forward-looking~~whether ~~statements” within~~ the ~~meaning~~registrant ofis ~~the~~a ~~Private~~shell ~~Securities~~company ~~Litigation Reform Act of 1995. These forward-looking statements are generally identified through the inclusion of words such~~ (as ~~“anticipate,” “believe,”~~defined “contemplate,” “estimate,” “expect,” “forecast,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target” or “will” or variations of such words or similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in ~~the~~Rule ~~future, are forward~~12b-~~looking~~2 ~~statements within the meaning~~ of the ~~Private~~Exchange ~~Securities Litigation Reform~~ Act ~~of 1995~~). ~~Forward-looking~~Yes ~~statements~~☐ ~~are~~No based upon currently available information, operating plans, and projections about future events and trends. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted or expressed in this registration statement. These risks and uncertainties include those set forth under the heading “Risk Factors” and elsewhere in this registration statement. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.☒

~~Unless~~The ~~the~~aggregate ~~context~~market ~~requires~~value ~~otherwise,~~of ~~references~~the invoting ~~this~~and ~~registration~~non-voting ~~statement~~common toequity ~~“the~~held ~~Company,”~~by ~~“our company,”~~non-affiliates ~~“our,”~~as ~~“us,”~~of ~~“we”~~June ~~and~~30, ~~similar~~2021 ~~terms~~was ~~refer~~approximately ~~to VETANOVA INC~~$10,400.

~~VETANOVA~~State ~~and~~ the ~~VETANOVA~~number ~~logo~~of ~~design~~shares ~~are~~outstanding ~~our~~of ~~trademarks.~~each ~~For~~of ~~convenience,~~the ~~these~~registrant’s ~~trademarks~~classes ~~appear~~of incommon ~~this registration statement without ™ symbols~~equity, ~~but~~as ~~that~~of ~~practice does not mean that we will not assert, to~~ the ~~fullest~~latest ~~extent~~practicable ~~under~~date: ~~applicable law~~426,100,053 shares ~~our~~of ~~rights~~common tostock ~~the~~as ~~trademarks. This~~of ~~registration~~March ~~statement may include trademarks~~25, ~~tradenames and service marks owned by other organizations~~2022.

Forward-Looking Statements

Some of the statements in this report constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this report identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

The speculative nature of our business;

Concerns about our ability to continue as a “going concern”;

Our ability to effectively execute our business plan;

Our ability to manage our expansion, growth and operating expenses;

Our ability to finance our businesses;

Our ability to promote our businesses;

Our ability to compete and succeed in highly competitive and evolving businesses; and

Our ability to respond and adapt to changes in technology and customer behavior.

Although the forward-looking statements in this report are based on our beliefs, assumptions and expectations, considering all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to amend this report or otherwise make public statements updating our forward-looking statements.

VETANOVA INC

Annual ~~report~~Report on ~~form~~Form 10-kK

~~year~~Year ~~ended~~Ended ~~december~~December 31, ~~2020~~2021

~~TABLE~~Table OFof ~~CONTENTS~~Contents

PART 1
Item 1.	Business	4
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Revenue Recognition (ASC 606)		11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	13
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Directors and Executive Officers	16
Item 14.	Certain Relationships and Related Transactions, and Director Independence	16
Item 15.	Principal Accountant Fees and Services	17
Item 16.	Financial Statements and Exhibits	18
SIGNATURES		19
VETANOVA INC FINANCIAL STATEMENTS		F-1

Table of Contents

PART I	4
ITEM 1. BUSINESS	4
ITEM 2. PROPERTIES	5
ITEM 3. LEGAL PROCEEDINGS	5
ITEM 4. MINE SAFETY DISCLOSURES	5
PART II	6
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6. SELECTED FINANCIAL DATA	6
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	8
ITEM 9A. CONTROLS AND PROCEDURES	8
ITEM 9B. OTHER INFORMATION	9
PART III	10
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	10
ITEM 11. EXECUTIVE COMPENSATION	10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	13
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	14
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	14
SIGNATURES	15
CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2021	F-1
Report of Independent Registered Public Accounting Firm	F-2
Condensed and Consolidated Balance Sheets	F-3
Condensed and Consolidated Statements of Operations	F-4
Condensed and Consolidated Statements of Cash Flows	F-5
Condensed and Consolidated Statements of Changes in Stockholders’ Equity	F-6
Notes to Condensed Financial Statements	F-7
CERTIFICATIONS

PART I

~~Item~~ITEM 1. ~~Business~~BUSINESS

The Company isintends into ~~the~~generate ~~business~~revenue offrom ~~building and~~growing ~~operating solar powered, state of the art, greenhouse facilities which will grow~~ fruits and vegetables for ~~distribution~~sale to local ~~markets~~ ~~along the I-25 corridor in Colorado~~markets.

AsIn ~~its~~2021 ~~initial development project,~~ the Company ~~expects~~acquired ~~to purchase, develop and operate~~ four ~~adjoining~~contiguous parcels of ~~approximately~~land ~~39 acres each,~~ totaling ~~approximately~~ 157 acres in ~~rural~~ Pueblo County, Colorado ~~(“Pueblo Complex”)~~. The Pueblo Complex is currently majority owned by VitaNova Partners, LLC (“VitaNova”). The Pueblo Complex has an existing greenhouse facility consisting of 90,000 sq ft of growing space and 15,000 sq ft of warehouse space, another partially built greenhouse and two parcels of vacant land.

~~In 2020~~● Parcel 1 - The Company issued 95,000,000 ~~VitaNova~~shares ~~began~~of ~~acquiring~~its common stock and ~~now~~agreed ~~owns~~to orpay ~~controls~~$2,368,421 aby ~~supermajority~~December of31, ~~the~~2022 ~~equity~~to ~~interests~~GrowCo ofPartners 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 ~~four parcels~~land. The shares were issued in ~~the~~book ~~Pueblo~~entry ~~Complex~~form on November 19, 2021. The ~~Pueblo~~cash ~~Complex~~amount ~~was~~will ~~significantly~~bear ~~underpowered~~interest ~~with~~at ~~only~~6% ~~300KVA~~per ofyear ~~electrical~~from ~~power~~August 17, 2021 until paid. Parcel 1 has. The completed greenhouse and nowarehouse ~~natural gas~~have ~~available~~not been in operation since 2020. ● Parcel 2 - The ~~lack~~Company issued 5,000,000 shares of ~~power~~its ~~made~~common ~~the~~stock ~~initial~~and ~~greenhouse~~agreed ~~facility~~to ~~unsuitable~~pay $131, 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 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 ~~intended~~common ~~purpose~~stock and agreed to pay $131, 579 to GrowCo, Inc. ~~Since~~by ~~acquiring~~December ~~control~~31, ~~VitaNova has~~2022 ~~installed~~for ~~1500KVA~~39 ~~electrical~~acres ~~service~~of vacant land. 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. ● Parcel 4 - The Company issued 15,000,000 shares of its common stock and isagreed ~~retrofitting~~to ~~the~~pay ~~existing~~$394,737 ~~greenhouse~~by December 31, 2022 to GrowCo Partners 2, LLC for 39 acres of land with ~~electrical~~a ~~environmental~~partially ~~equipment~~completed ~~that~~greenhouse ~~can be~~structure. ~~solar~~The ~~powered~~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.

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

~~The~~1. ~~Company~~expand ~~recently~~the ~~completed~~existing agreenhouse ~~private~~from ~~placement~~two ~~and~~to ~~raised~~six ~~$556,129~~acres byand ~~issuing~~retrofit ~~55,612,831~~the ~~common~~expanded ~~shares~~greenhouse ~~along~~and ~~with~~existing ~~55,612,831~~warehouse ~~2-year~~so ~~warrants~~that ~~exercisable~~the atequipment ~~$0.20~~in ~~per~~the ~~share.~~greenhouse ~~VitaNova~~ and ~~John~~warehouse ~~McKowen~~will ~~(“McKowen”)~~run ~~are~~on ~~considered~~solar ~~affiliates~~power ~~and~~as ~~control~~opposed ~~entities~~to ofutility ~~the Company.~~provided ~~The~~electricity ~~Company~~and ~~currently~~propane. ~~has~~(Estimated cost: ~~no independent directors~~$9,500,000. ~~Both~~Estimated ~~VitaNova~~time ~~and~~to ~~the~~complete: ~~Company~~eight ~~have~~months) aand ~~common~~build ~~board~~solar ~~member,~~system ~~Mr. McKowen. The Company expects~~ to ~~appoint~~power ~~independent directors after~~ the ~~purchase~~greenhouse/ ofwarehouse ~~Directors~~(Estimated cost: ~~and Officers insurance.~~$3,000,000)

On2. ~~July~~construct 5,an ~~2018,~~additional ~~Mr.~~total ~~McKowen~~23 ~~purchased~~acres ~~a control block~~ of. ~~440,000~~greenhouse ~~common shares of the acquired shell~~ and ~~appointed~~associated ~~himself~~warehouse asspace ~~its~~(Estimated ~~sole board~~cost: ~~member and Chief Executive Officer. On July 17~~$45, ~~2020~~500, Mr000. Estimated ~~McKowen~~time ~~transferred~~to ~~the~~complete: ~~control~~36 ~~block~~months), ~~to VitaNova~~ and ~~began~~build ~~restructuring the Company. The Company currently is~~ a ~~non~~solar ~~reporting~~system ~~publicly~~to ~~traded~~power ~~shell on OTC Market Pink Sheets, symbol VTNA. As part of~~ the ~~restructuring, the~~greenhouse ~~Company issued 55,612,837 common shares to VitaNova~~ and ~~29,369,230~~warehouse ~~common~~facilities ~~shares~~(Estimated tocost: ~~Mr. McKowen~~$6, ~~which is proportional to Mr. McKowen’s ownership of VitaNova.~~500,000)

~~Mr.~~The ~~McKowen was also issued 58,738,460 shares that are subject to repurchase by the~~ Company ~~for~~has a ~~price~~direct ofor ~~$0.0001~~indirect ~~per~~interest ~~share, of which 29,369,230 shares will be released from repurchase if warrants issued~~ in ~~Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022,~~ the ~~Company completes~~three aentities ~~“sale~~listed ~~lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale~~above. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.

OnThe ~~February~~Company 1,plans ~~2021,~~to ~~the~~finance ~~Company~~all ~~filed~~or a ~~registration~~part ~~statement~~of ~~Form~~the 10cost toof ~~voluntarily~~retrofitting/ ~~register~~constructing ~~common~~greenhouses ~~stock,~~and ~~par~~warehouses ~~value~~and ~~$.0001~~acquiring ~~per~~solar ~~share~~systems ofthrough the ~~Company,~~sale ~~pursuant~~of toUnits ~~Section~~offered ~~12(g)~~by ofthis ~~the~~report, ~~Securities~~future ~~Exchange~~offering ~~Act~~ of ~~1934, or~~ the ~~Exchange Act. The~~ Company ~~believes that when~~’s ~~the Form 10 becomes effective~~securities, 60proceeds ~~days~~from ~~after~~ the ~~Form~~exercise 10of ~~filing,~~the itCompany’s ~~will~~warrants noor ~~longer~~borrowings befrom aprivate ~~shell company~~lenders.

~~Item~~As ~~1A.~~of ~~Risk~~December ~~Factors~~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.

~~The~~On ~~risks~~August ~~set~~4, ~~out~~2021 ~~below~~the ~~are~~Company ~~not~~entered ~~exhaustive~~in ~~and~~an doagreement ~~not~~with ~~comprise~~Mastronardi ~~all~~Produce ofLimited ~~the~~pursuant ~~risks~~to ~~associated~~which ~~with~~Mastronardi anwas ~~investment~~granted in the ~~Company. Additional~~exclusive ~~risks~~right to sell and ~~uncertainties~~market ~~not~~all ~~currently~~US ~~known~~Grade toNo. ~~the~~1 ~~Company~~Products ~~and~~produced from all of the Company’s ~~management~~greenhouses orin ~~currently~~North ~~deem~~America. ~~immaterial~~For ~~may also have~~each asale, ~~material~~Mastronardi ~~adverse~~will ~~effect~~be onpaid ~~the~~a ~~Company’s~~low ~~business,~~double ~~financial~~digit ~~condition,~~percentage ~~results~~ of ~~operations,~~the ~~prospects~~gross ~~and/or~~price ~~its~~received ~~share~~for ~~price. As~~the ~~used~~sale ~~herein,~~of ~~references~~the toproducts ~~“we,”~~grown ~~“us”~~at ~~and~~the ~~“our”~~Company’s greenhouses, ~~are~~plus ~~intended~~all tocosts ~~refer~~incurred toin the ~~Company~~sale and ~~management~~distribution of such products.

InMastronardi ~~addition~~is toa ~~reviewing~~fourth-generation ~~other~~family ~~information~~owned company and the leading marketer and distributor in ~~this~~North ~~information~~America ~~statement~~of tomatoes, ~~you~~peppers, ~~should~~cucumbers, berries ~~carefully~~and ~~consider~~leafy ~~the~~greens. ~~following~~Mastronardi ~~risk~~has ~~factors~~an ~~when~~extensive and long-tenured retail network and is nationally recognized under the primary ~~evaluating~~SUNSET® usbrand and other brands, including Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs®, tomatoes and WOW™ berries.

Our success will depend, to a large degree, on the expertise and experience of our sole executive officer.

~~Effective~~Solar ~~June~~Energy 27, 2018, John McKowen was appointed to be our Chief Executive Officer. Mr. McKowen is our sole executive officer. Our success in identifying investment opportunities and pursuing and managing such investments will be, to a large degree, dependent upon Mr. McKowen’s expertise and experience and his ability to attract and retain quality personnel. We do not maintain a key person life insurance policy on Mr. McKowen. The loss of Mr. McKowen would significantly delay or prevent the achievement of our business objectives. If Mr. McKowen is unable or unwilling to continue his employment with us, we may not be able to replace him in a timely manner and we will have no executive personnel with experience operating our company. We may incur additional expenses to recruit and retain qualified replacements. Overview

~~John~~Solar ~~McKowen~~power ~~holds~~is ~~88,107,690~~energy orfrom ~~approximately 45.19% of~~ the ~~outstanding~~sun ~~shares~~that ofis ~~the~~converted ~~Company.~~into ~~VitaNova,~~thermal ~~a related party, holds another 56,052,837~~ or ~~approximately~~electrical 28energy.~~75%~~ ofSolar ~~the~~energy ~~outstanding shares. John McKowen~~ is the ~~largest~~cleanest ~~shareholder of VitaNova~~ and ~~its~~most ~~CEO.~~abundant ~~John McKowen currently~~renewable ~~controls~~energy ~~the~~source ~~votes of approximately 73~~available.~~94%~~ ~~Company’s~~Solar ~~outstanding~~technologies ~~shares.~~can Asharness athis ~~result,~~energy ~~John~~for ~~McKowen is able to exercise~~ a ~~significant level~~variety of ~~control over all matters requiring stockholder approval~~uses, including ~~the~~generating ~~election of directors~~electricity, ~~appointment and removal of officers,~~providing ~~any~~light ~~amendment~~or ofa ~~the~~comfortable ~~amended~~interior ~~and restated certificate of incorporation~~environment, ~~approval of mergers,~~ and ~~other~~heating ~~business~~water ~~combination~~for ~~transactions requiring stockholder approval~~domestic, ~~John McKowen can dictate the direction of the Company through his voting power~~commercial, ~~which~~or ~~may~~industrial ~~create conflicts of interest with other shareholders~~use.

~~Our~~There ~~current~~are ~~management~~three ~~resources~~main ~~may~~ways ~~not~~to beharness ~~sufficient~~solar ~~for~~energy: ~~the~~photovoltaic, ~~future~~solar heating and cooling, and weconcentrating ~~have~~solar nopower. ~~assurance~~Photovoltaics ~~that~~generate electricity wedirectly from sunlight via an electronic process and can ~~attract~~be ~~additional~~used ~~qualified~~to power anything from small electronics such as calculators ~~personnel~~and road signs up to homes and large commercial businesses. Solar heating and cooling (SHC) and concentrating solar power (CSP) applications both use the heat generated by the sun to provide space or water heating in the case of SHC systems, or to run traditional electricity-generating turbines in the case of CSP power plants.

~~There~~Solar ~~can~~energy beis noa ~~assurance~~very ~~that~~flexible ~~the~~energy ~~current~~technology: ~~level~~it ofcan ~~management~~be isbuilt ~~sufficient~~as todistributed ~~perform~~generation ~~all~~(located ~~responsibilities~~at ~~necessary~~ or ~~beneficial~~near ~~for~~the ~~management to~~point ~~perform.~~of ~~Our~~use) ~~success~~or inas ~~attracting~~a central-station, ~~additional~~utility-scale ~~qualified~~solar ~~personnel~~power ~~will~~plant ~~depend~~(similar ~~on many factors, including our ability~~ to ~~provide~~traditional ~~them with~~power ~~competitive~~plants). ~~compensation~~Both ~~arrangements,~~of ~~equity~~these ~~participation~~methods ~~and~~can ~~other~~also ~~benefits.~~store ~~There~~the isenergy they noproduce ~~assurance~~for ~~that~~distribution weafter ~~will~~the besun ~~successful in~~sets, ~~attracting~~using ~~highly~~new ~~qualified~~solar ~~individuals~~and instorage ~~key management positions~~technologies.

~~The~~In ~~requirements~~the last decade alone, solar has experienced an average annual growth rate of ~~being~~48%. aThanks ~~public~~to ~~company~~strong ~~may~~federal ~~strain~~policies ~~our~~like ~~resources~~the solar Investment Tax Credit, rapidly declining costs, and ~~distract~~increasing ~~management~~demand across the private and public sector for clean electricity, there are now nearly 78 gigawatts (GW) of solar capacity installed nationwide, enough to power 14.5 million homes.

AsThe acost ~~result of filing the registration statement, we are subject~~ to ~~the~~install ~~reporting~~solar ~~requirements~~has ofdropped ~~the~~by ~~Securities~~more ~~Exchange~~than ~~Act~~70% ofover ~~1934, as amended (~~the ~~“Exchange~~last ~~Act”)~~decade, ~~and~~leading the ~~Sarbanes-Oxley~~industry ~~Act~~to ofexpand ~~2002~~into ~~(the~~new ~~“Sarbanes-Oxley~~markets ~~Act”).~~and ~~These~~deploy ~~requirements~~thousands ~~are~~of ~~extensive.~~systems ~~The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition~~nationwide. ~~The~~Prices ~~Sarbanes-Oxley~~as ~~Act~~of ~~requires~~June ~~that~~2021 weare ~~maintain~~at ~~effective~~their ~~disclosure~~lowest ~~controls~~levels ~~and~~in ~~procedures~~history ~~and~~across ~~internal~~all ~~controls~~market ~~over financial reporting~~segments.

WeSolar ~~may~~has ~~incur~~ranked ~~significant~~first ~~costs~~or ~~associated~~second ~~with~~in ~~our~~new ~~public~~electric ~~company~~capacity ~~reporting~~additions ~~requirements~~in ~~and~~each ~~costs~~of ~~associated~~the ~~with~~last ~~applicable corporate governance requirements~~years. WeIn ~~expect~~2019, ~~all~~40% of ~~these~~all ~~applicable~~new ~~rules~~electric ~~and~~capacity ~~regulations to significantly increase our legal and financial compliance~~added ~~costs and~~ to ~~make~~the ~~some~~grid ~~activities~~came ~~more time consuming and costly. This may divert management’s attention~~ from ~~other business concerns~~solar, ~~which~~ ~~could~~the ~~have~~largest asuch ~~material~~share ~~adverse~~in ~~effect on our business, financial condition and results of operations~~history. WeSolar’s ~~also~~increasing ~~expect~~competitiveness ~~that~~against ~~these applicable~~other ~~rules~~technologies ~~and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance~~has ~~and~~allowed ~~we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result,~~ it ~~may be more difficult for us~~ to ~~attract~~quickly ~~and~~increase ~~retain~~its ~~qualified~~share ~~individuals to serve on our board~~ of ~~directors or~~total ~~as executive officers~~U.S. Weelectrical ~~are~~generation ~~currently~~- ~~evaluating~~from ~~and~~just ~~monitoring~~0.1% ~~developments~~in ~~with~~2010 ~~respect~~ to ~~these~~more ~~rules,~~than ~~and~~2.5% ~~we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs~~today.

~~Ineffective~~Homeowners ~~internal~~and ~~controls~~businesses ~~could~~are ~~impact~~increasingly demanding solar systems that are paired with battery storage. While this pairing is still relatively new, the ~~Company’s~~growth ~~business~~over ~~and~~the ~~operating~~next ~~results~~five years is expected to be significant. By 2025, more than 25% of all behind-the-meter solar systems will be paired with storage, compared to under 5% in 2019.

~~The~~ITEM Company’s internal control over financial reporting may not prevent or detect misstatements because of the inherent limitations of internal controls, including the possibility of human error, the circumvention or overriding of controls, poorly designed or ineffective controls, or fraud2. Internal controls that are deemed to be effective can provide only reasonable assurance with respect to the preparation and fair presentation of the Company’s financial statements. If the Company fails to maintain the adequacy of its internal controls, including the failure to implement new or improve existing controls, or fails to properly execute or properly test these controls, the Company’s business and operating results could be negatively impacted and the Company could fail to meet its financial reporting obligations.PROPERTIES

~~Risks~~See ~~Related~~Item to1 ~~Covid-19~~of this report.

~~COVID-19~~ITEM continues to impact worldwide economic activity, and the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, which are creating disruption in global supply chains such as closures or other restrictions on the conduct of business operations of manufacturers, suppliers and vendors3. ~~The~~LEGAL increased global demand on shipping and transport services may cause us to experience delays in the future, which could impact our ability to obtain materials or build our greenhouses in a timely manner. These factors could otherwise disrupt our operations and could negatively impact our business, financial condition and results of operations. PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

~~Although~~PART we have not experienced material financial impacts due to the pandemic, the fluid nature of the COVID-19 pandemic and uncertainties regarding the related economic impact are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. Although our business is considered an “essential business,” the COVID-19 pandemic could result in labor shortages, which could result in our inability to plant and harvest crops at full capacity and could result in spoilage or loss of unharvested crops. The impact of COVID-19 on any of our suppliers, distributors, transportation or logistics providers may negatively affect our costs of operation and our supply chain. If the disruptions caused by COVID-19, including decreased availability of labor, continue for an extended period of time, our ability to meet the demands of distributors and customers may be materially impacted.II

~~Further,~~ITEM ~~COVID-19 may impact customer and consumer demand~~5. ~~Retail~~MARKET ~~and~~FOR ~~grocery~~REGISTRANT’S ~~stores~~COMMON ~~may~~EQUITY beAND ~~impacted~~RELATED ifSTOCKHOLDER ~~governments~~MATTERS ~~continue~~AND toISSUER ~~implement~~PURCHASES ~~regional business~~OF ~~closures, quarantines, travel restrictions and other social distancing directives to slow the spread of the virus. There may~~EQUITY also be significant reductions or volatility in consumer demand for our products due to travel restrictions or social distancing directives, as well as the temporary inability of consumers to purchase these products due to illness, quarantine or financial hardship, shifts in demand away from one or more of our products, decreased consumer confidence and spending or pantry-loading activity, any of which may negatively impact our results, including as a result of an increased difficulty in planning for operations and future growing seasons. SECURITIES

~~The~~Our ~~extent~~common ofstock ~~COVID-19’s~~is ~~effect~~quoted on ~~our~~over-the-counter ~~operational~~market. ~~and~~The ~~financial~~following ~~performance~~table ~~will~~sets ~~depend on future developments~~forth, ~~including~~for the ~~duration~~periods indicated, ~~spread~~ ~~and intensity of~~ the ~~pandemic,~~high ~~all of which are uncertain~~ and ~~difficult~~low ~~to predict considering the rapidly evolving landscape.~~closing Assales aprice ~~result, it is not currently possible to ascertain the overall impact~~ of ~~COVID-19 on~~ our ~~business.~~common ~~However,~~stock ~~if the pandemic continues to persist~~ as aprovided ~~severe~~by ~~worldwide~~OTC ~~health~~Markets ~~crisis,~~Group ~~the~~Inc. ~~disease~~These ~~could~~prices ~~negatively~~reflect ~~impact~~inter-dealer ~~our business~~prices, ~~financial~~without ~~condition~~retain ~~results of operations~~mark-up ~~and~~or ~~cash flows~~commission, and may ~~also~~not ~~have~~represent ~~the~~actual ~~effect of heightening many of the other risks described in this “Risk Factors” section~~transactions.

Risks Relating to Our Financial Condition

Quarter Ended	High		Low
	$		$
December 31, 2021		0.20		0.09
September 30, 2021		0.20		0.15
June 30, 2021		0.70		0.07
March 31, 2021		0.08		0.008

December 31, 2020		0.30		0.0001
September 30, 2020		0.31		0.11
June 30, 2020		0.15		0.12
March 31, 2020		0.58		0.12

IfHolders of our ~~business~~common ~~plans~~stock are ~~not~~entitled ~~successful,~~to wereceive dividends as may be declared by the Board of Directors. The Board of Directors is not berestricted from ~~able~~paying toany ~~continue~~dividends ~~operations~~but asis not obligated to declare a ~~going~~dividend. ~~concern~~No ~~and~~cash ~~our~~dividends ~~shareholders~~have ~~may~~ever ~~lose~~been ~~their~~declared and it is not anticipated ~~entire~~that ~~investment~~cash individends uswill ever be paid.

WeITEM ~~need to incur additional debt or issue equity in order to fund working capital requirements and to make real estate acquisitions and other investments~~6. WeSELECTED ~~cannot~~FINANCIAL ~~assure you that debt or equity financing will be available to us on acceptable terms or at all. If we are not able to obtain sufficient financing, we may be unable to maintain or grow our business.~~DATA

IfNot we raise funds through the issuance of debt or equity, any debt securities or preferred stock issued may have rights, preferences and privileges senior to those of holders of our common stock in the event of a liquidation, and the terms of the debt securities may impose restrictions on our operationsapplicable. ~~If we raise funds through the issuance of equity, the issuance will dilute your ownership interest.~~

~~Risks~~ITEM ~~Relating~~7. toMANAGEMENT’S ~~Our~~DISCUSSION ~~Business~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Our limited operating history makes it difficult for investors to evaluate our business.~~Overview

~~Thus,~~The ~~there~~Company is ain ~~very~~its ~~limited~~development ~~operating~~stage ~~history~~and ~~upon~~intends ~~which~~to anbuild ~~evaluation of our business~~ and ~~prospects~~operate ~~can~~solar-powered, becarbon-negative ~~based.~~greenhouses ~~Our~~utilizing ~~business and prospects~~Artificial ~~must~~Intelligence beassisted ~~considered~~technologies into ~~light~~control of the ~~risks,~~growing ~~expenses~~environment ~~and~~if ~~difficulties~~it ~~encountered~~can byobtain ~~companies~~financing. inThe ~~their~~Company’s ~~early~~revenue ~~stages~~is ofexpected to ~~development,~~come ~~particularly companies~~from ingrowing ~~new~~farm-fresh fruits and ~~rapidly~~vegetables ~~changing~~to ~~markets,~~be ~~such~~sold isto ~~ours~~local markets.

WeThe ~~are~~Company inintends ~~the~~to ~~process~~produce offarm-fresh ~~identifying~~fruits ~~distressed~~and ~~properties~~vegetables tofor ~~purchase,~~local ~~rehabilitate~~delivery ~~and~~in ~~lease~~historically toproductive ~~tenants.~~agricultural Asregions wewith ~~acquire properties to lease,~~high wesolar ~~will~~indexes beand ~~dependent~~close onto alarge ~~small~~urban ~~number~~areas of ~~tenants for~~ the ~~Company’s~~United ~~revenue.~~States, ~~Further~~such ~~there~~as isthe noFront ~~guarantee~~Range ~~that~~of weColorado ~~can~~and ~~acquire additional~~Central ~~properties~~Valley orof ~~tenants~~California.

WeResults ~~expect to acquire real estate properties, “as is” with only limited representation and warranties from the property seller regarding matters affecting the condition, use and ownership~~ of the property. There may also be environmental conditions associated with properties we acquire of which we are unaware despite our diligent efforts. If environmental contamination exists on properties we acquire or develop after acquisition, we could become subject to liability for the contamination. As a result, if defects in the property (including any building on the property) or other matters adversely affecting the property are discovered, including but not limited to environmental matters, we may not be able to pursue a claim for any or all of the damages against the property seller. Such a situation could harm our business, financial condition, liquidity and results of operations.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.

WeYear ~~expect~~Ended toDecember ~~acquire real estate assets~~31, which we intend to finance primarily through newly issued equity or debt. Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If we are unable to obtain capital on terms and conditions, we find acceptable, we will likely have to reduce the number of properties we purchase.2021

WeFor ~~face~~the ~~significant~~twelve ~~risks~~months ~~associated~~ended ~~with~~December 31, 2021, the ~~development~~Company ~~and~~had ~~redevelopment~~no ofrevenues. During this period the ~~properties~~Company werecognized ~~acquire.~~$5,078,065 ~~Development~~in general and ~~redevelopment entail~~administrative ~~risks~~expenses, ~~that~~$14,850,000 ~~could~~loss ~~adversely~~from ~~impact~~land ~~our~~and ~~financial~~structures ~~position~~acquisitions and ~~results~~$47,027 in interest expense. This produced a loss of ~~operations~~$19,906,722, ~~including:~~of which $68,370 was attributable to minority ownership; therefore, the Company’s shareholders recorded a $19,906,722 loss.

~~● construction costs, which may exceed our estimates due to increases in materials, labor or other costs, which could make the project less profitable~~ Liquidity and ~~require~~Capital us to commit additional funds to complete the project; ● permitting or construction delays, which may result in increased project costs, as well as deferred revenue; ● unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable; ● health and safety incidents and accidents; ● poor performance or nonperformance with any of our contractors, subcontractors or other third parties on whom we rely; ● unforeseen engineering, environmental or geological problems, which may result in delays or increased costs; ● labor stoppages, slowdowns or interruptions; ● liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; and weather-related and geological interference, including hurricanes, earthquakes, landslides, floods, drought, wildfires and other events, which may result in delays or increased costs.Resources

~~Risks~~We ~~Related~~have tonot ~~Our~~yet ~~Common~~begun ~~Stock~~operations. Since inception and through December 31, 2021, we have raised $2,497,452 from insiders, including John McKowen, the Company CEO and Chairman.

ToOn ~~finance~~August ~~our~~17, ~~planned~~2020, ~~operations~~VitaNova Partners, weLLC ~~may~~agreed ~~sell~~to ~~additional~~provide ~~shares~~us ofwith ~~our~~a ~~stock.~~$1,000,000 ~~Any~~line ~~additional~~of ~~equity~~credit. ~~financing~~Amounts ~~that~~drawn weon ~~receive~~the ~~may~~line ~~involve~~of credit ~~substantial~~bear ~~dilution~~interest toat ~~our~~6% ~~pre-financing~~per ~~shareholders~~year. We ~~may~~have ~~also~~not ~~issue~~drawn ~~stock~~on tothis ~~acquire~~line ~~assets~~of orcredit ~~businesses.~~as Inof the ~~event~~date ~~that any such shares are issued, the proportionate ownership and voting power~~ of ~~other~~this ~~shareholders will be reduced~~report.

~~Because~~Our wesources doand ~~not~~(uses) anticipate paying any dividends in the near future, investors in our common stock probably will not derive any profits from their investment in us for the foreseeable future, other than through any price appreciation of ~~our~~cash ~~common stock. Thus, it is likely that investor profits, if any, will be limited~~ for the ~~near~~periods ~~future.~~presented were:

The market prices for our common stock may be volatile. In addition, the trading volume may fluctuate, resulting in significant price variations. Some of the factors that could negatively affect the share price or results in fluctuations in the price or trading volume of our common stock include:

	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			-

● our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects: ● changes in government policies, regulations or laws; ● the performance of our current property and additional properties we acquire; ● our ability to make acquisitions on preferable terms or at all; ● equity issuances by us or share resales by our stockholders, or the perception that such issuances or resales may occur; ● actual or anticipated accounting problems; ● changes in market values of similar companies; ● adverse market reaction to any increased indebtedness we may incur in the future; ● interest rate changes; ● additions to or departures of our senior management team; ● speculation in the press or negative press in general; and ● market and economic conditions generally, including the current state of the credit and capital markets and the market and economic conditions.Capital Requirements

Our ~~common~~estimated ~~stock~~capital isrequirements ~~quoted~~for ~~only on~~ the ~~OTC~~period ~~Pink~~ending ~~marketplace~~December 31, ~~which~~2022 ~~may make it more difficult for you to resell shares when you want at prices you find attractive.~~are:

Our common shares trade on the OTC Bulletin Board, which is an electronic quotation medium used by subscribing broker-dealers to reflect dealer quotations on a real-time basis. This over-the-counter market provides significantly less liquidity and regulatory oversight than the Nasdaq Stock Market. Securities that are thinly traded on the OTC Bulletin Board often experience a significant spread between the market maker’s bid and asked prices. Therefore, prices for actual transactions in securities traded on the OTC Bulletin Board may be difficult to obtain and holders of our common stock may be unable to resell their shares when they want at prices they find attractive.

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

(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.

~~Shares~~Significant ~~that~~Accounting ~~are eligible for future sale may have an adverse effect on the price of our common stock.~~Policies

~~The~~See ~~regulation~~Note of2 ~~penny~~to ~~stocks~~the byDecember ~~SEC~~31, ~~and~~2021 ~~FINRA~~Financial ~~may~~Statements ~~discourage~~included ~~the~~as ~~tradability~~part of ~~Common~~this ~~Stock~~report for a discussion of our significant accounting policies.

WeImpairment are classified as a “penny stock” company. The Common Stock currently trades on the OTC Market and is subject to an SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (not including the principal residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker- dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that may develop therefore because it imposes additional regulatory burdens on penny stock transactions.Policy

InAt ~~addition~~least once every year, ~~the~~management ~~SEC~~examines ~~has~~all ~~adopted~~our aassets ~~number~~for ofproper ~~rules~~valuation and to ~~regulate~~determine ~~“penny~~if ~~stocks,”~~an ~~including~~impairment ~~Rules~~is ~~3a51-1,~~necessary. ~~15g-1,~~In ~~15g-2, 15g-3,~~terms ~~15g-4,~~of ~~15g-5,~~real ~~15g-6~~estate owned, ~~15g-7~~this ~~and~~impairment ~~15g-9~~examination ~~under~~also includes the ~~Exchange~~accumulated ~~Act~~depreciation. ~~Our~~Management ~~Common~~examines ~~Stock~~market ~~constitutes~~valuations ~~a “penny stock” within the meaning~~and ofif ~~these~~an ~~rules, and these rules impose~~ additional ~~regulatory~~impairment ~~burdens~~is ~~that~~necessary ~~may~~for ~~affect~~lower ~~the ability~~ of ~~holders~~cost toor ~~sell~~market, ~~Common~~then ~~Stock~~an inimpairment ~~any market~~charge ~~that~~is ~~may develop~~recorded.

~~The~~Contractual ~~market for penny stocks has suffered in recent years from patterns of fraud and abuse, including:~~Obligations

~~● control~~ As of ~~the~~December ~~market~~31, ~~for~~2021, ~~the~~we ~~security~~did bynot one or a few broker-dealers that are often related to the promoter or issuer; ● manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; ● “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; ● excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and ● wholesale dumping of the same securities by promoters and broker-dealers after prices have ~~been~~any ~~manipulated~~material tocapital ~~a desired level, causing investor losses~~commitments.

WeSignificant ~~generally~~Accounting ~~are not in a position to dictate the behavior of the market or of broker-dealers who participate in the market.~~Policies

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

~~Broker-dealer~~Critical ~~practices~~Accounting in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities listed on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.Estimates

~~These~~The ~~disclosure~~preparation ~~requirements~~of ~~may~~financial ~~have~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported ~~effect~~amount of ~~reducing~~assets, liabilities and contingencies at the ~~level~~date of ~~trading~~the ~~activity~~financial instatements as well as the ~~secondary~~reported ~~market~~amounts ~~for~~of ~~Common~~revenues and ~~Stock~~expenses during the reporting period. As a result, management is required to routinely make judgments and ~~investors~~estimates about the effects ~~therefore~~of matters that are inherently uncertain. Actual results may ~~find~~differ itfrom ~~more~~these ~~difficult~~estimates under different conditions or assumptions. The following discussion pertains to ~~sell~~accounting ~~their~~estimates ~~Common~~management ~~Stock~~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.

~~Rule~~ITEM 144 promulgated under the Securities Exchange Act of 1934, as amended (the “Securities Act”) is not available as an exemption from registration for the re-sale of the Company’s Shares by its shareholders7A. ~~Consequently,~~QUANTITATIVE ~~holders~~AND ofQUALITATIVE ~~restricted~~DISCLOSURES ~~shares~~ABOUT ofMARKET the Company may be unable to re-sell their shares or deposit shares with a legend in brokerage account. The Company has plans to register the re-sale of its Shares but may not be able to complete the filing of a registration statement.RISK

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

The Company does not own or lease corporate offices. Communications are conducted primarily through the internet using cyber meeting applications. Corporate records are maintained at the Company CEO’s and Secretary’s home offices.

On July 1, 2020, the Company signed a five-year lease for a 158 irrigated acre farm, located at 2083 County Road 104, Walsenburg, Colorado 81089. The lease rate is $5,250 per month and is renewable for another five years at the sole option of the Company. In January, 2021, the Company cancelled the lease with no further obligations from the Company.

Item 3. Legal Proceedings

We may from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material adverse effect on our financial position, results of operation or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

~~Item~~ITEM 58. ~~Market~~FINANCIAL ~~for~~STATEMENTS ~~the~~AND ~~Registrant’s~~SUPPLEMENTARY ~~Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~DATA.

~~Market~~See ~~Information~~financial statements included as part of this report.

~~Our~~ITEM ~~common stock is quoted on the Pink Open Market of the OTC Market Group under the symbol “VTNA”~~9. ~~Because~~CHANGES ~~the~~IN ~~common~~AND ~~stock is~~DISAGREEMENTS ~~not~~WITH ~~traded~~ACCOUNTANTS onON anACCOUNTING ~~exchange,~~AND itFINANCIAL may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange. The following table sets forth, for the periods indicated, the high and low closing sales price of our common stock as provided by OTC Markets Group Inc. on its website www.otcmarkets.com. These prices reflect inter-dealer prices, without retain mark-up or commission, and may not represent actual transactions.DISCLOSURE

~~Price~~Not ~~Range of Common Stock~~applicable.

~~The~~ITEM ~~following~~9A. ~~table~~CONTROLS ~~sets~~AND ~~forth, for the periods indicated, the high and low daily closing prices of our common stock for the two most recently completed fiscal years while trading on the markets noted above.~~PROCEDURES

Period (Quarter Ended)	High		Low
December 31, 2020	$	0.80	$	0.0001
September 30, 2020		0.31		0.11
June 30, 2020		0.15		0.12
March 31, 2020		0.58		0.12
December 31, 2019		0.58		0.10
September 30, 2019		0.60		0.30
June 30, 2019		0.6675		0.31
March 31, 2019		0.99		0.65

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

~~Our~~We ~~authorized~~maintain ~~capital~~a ~~stock~~set ~~consists~~of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ~~500~~ensuring that this information is accumulated and communicated to our management,~~000~~ including our chief executive officer and chief financial officer,~~000~~ ~~shares~~as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of ~~common~~our ~~stock~~disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, $0as amended) as of the end of the period covered by this report.~~0001~~ ~~par~~As ~~value~~a ~~per~~result ~~share~~of this evaluation, management concluded that our disclosure controls and procedures were effective as of December 31, 2021.

~~Recent sales of unregistered securities~~8

~~There~~Management’s ~~have~~Annual ~~been~~Report ~~the~~on ~~following~~Internal ~~sales~~Control ofover ~~equity~~Financial ~~during the year ended December 31, 2020:~~Reporting

●Our management ~~35,109,231~~is ~~shares~~responsible ~~issued~~ for ~~$351,092,~~establishing and ●maintaining ~~35,109,231~~adequate ~~warrants~~internal tocontrol ~~purchase~~over ~~shares~~financial ~~at $0~~reporting.20 ~~per~~Internal ~~share~~control ~~expiring~~over financial ~~September~~reporting ~~30,~~is ~~2022~~defined ~~unless~~in ~~subject~~Rule to13a-15(f) anor ~~accelerated~~15d-15(f) ~~expiration~~promulgated under the Securities Exchange Act of 1934 as a process designed by, ~~and~~or ●under ~~103~~the supervision of,~~622,845~~ ~~shares~~the ~~issued~~company’s toprincipal ~~management~~executive and ~~consultants,~~principal offinancial ~~which~~officers ~~69,081,897~~and ~~shares~~effected ~~are~~by ~~subject~~the tocompany’s board ~~clawback~~of directors, management and ●other 55personnel,~~612,837~~ ~~shares~~to ~~issued~~provide toreasonable ~~VitaNova~~assurance ~~Partners,~~regarding ~~LLC~~the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

	1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that as of December 31, 2021 our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

~~Transfer~~PART ~~Agent~~III

~~The~~ITEM ~~transfer agent and registrar for our common stock is Olde Monmouth Stock Transfer Co~~10., ~~Inc~~DIRECTORS, ~~whose~~EXECUTIVE ~~address~~OFFICERS isAND ~~200~~CORPORATE ~~Memorial Parkway, Atlantic Highlands, NJ, 07716. Phone: +1 (732) 872-2727.~~GOVERNANCE

~~Equity~~Officers ~~Compensation~~and ~~Plan Information~~Directors

There are no equity compensation plans in force.

Name		Age		Position
John R. McKowen		72		Chief Executive, Financial, and Accounting Officer and a Director

~~Issuer~~John ~~Purchases~~R. McKowen has been an officer and director of ~~Equity~~the ~~Securities~~Company since June 2018. Prior to joining the Company, Mr. McKowen served as the Chief Executive Officer and President of GrowCo Inc., a builder of greenhouses, from May 2014 to May 2016 and again since October 2017. Mr. McKowen was the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.

~~The~~We ~~Company~~believe ~~did~~Mr. ~~not~~McKowen ~~repurchase~~is ~~any~~qualified ~~shares~~to ofact ~~our~~as ~~common~~a ~~stock~~director ~~during~~based ~~the~~upon ~~years~~his ~~ended~~knowledge ~~December31,~~of ~~2019~~business practices and, ~~December~~in 31particular, ~~2020~~his experience in building greenhouses.

~~Item 6~~Mr. McKowen ~~Selected~~is ~~Financial~~not ~~Data~~independent as that term is defined in Section 803 of the NYSE American Company Guide.

~~See~~Our ~~the~~directors ~~financial~~are ~~statements~~appointed ~~annexed~~for a one-year term to ~~this~~hold ~~Registration~~office ~~Statement,~~until ~~which~~the ~~financial~~next ~~statements~~annual general meeting of our shareholders or until their successors are ~~incorporated~~elected ~~herein~~or appointed. Our officers are appointed by ~~reference~~our board of directors and serve at the discretion of the board.

~~Item~~We 7.do ~~Management’s~~not ~~Discussion and~~have ~~Analysis~~a offinancial ~~Financial~~expert ~~Condition~~as ~~and~~that ~~Results~~term ofis ~~Operations~~defined by the Securities and Exchange Commission.

~~This~~Our ~~Annual~~Board ~~Report on Form 10-K (“Annual Report”), including the “Management’s Discussion and Analysis~~ of ~~Financial Condition~~Directors ~~and~~does ~~Results~~not ofhave ~~Operations,”~~standing ~~contains forward-looking statements regarding future events and our future results that are based on current expectations~~audit, ~~estimates,~~nominating ~~forecasts,~~or ~~and~~compensation ~~projections about the industry in which we operate and the beliefs and assumptions of our management. Words such as “expects~~committees,” ~~“anticipates,”~~committees ~~“targets,”~~performing ~~“goals,”~~similar ~~“projects~~functions,~~” “may,”~~ ~~“will,”~~or ~~“would,” “could,” “intends,” “plans,” “believes,”~~charters ~~“seeks,”~~for ~~“estimates,” variations of~~ such ~~words, and similar expressions are intended to identify such forward-looking statements~~committees. ~~These forward looking statements may include~~Instead, ~~among~~the ~~others,~~functions ~~statements~~that ~~concerning~~might ~~our~~be ~~expectations~~delegated ~~regarding our business, growth prospects, revenue trends, operating costs, results of operations, working capital requirements, access~~ to ~~funding,~~such ~~competition and~~committees ~~other~~are ~~statements~~carried ofout ~~expectations,~~by ~~beliefs,~~our ~~future plans and strategies~~directors, ~~anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements are subject~~ to ~~risks,~~the ~~uncertainties, and assumptions that are~~extent ~~difficult to predict~~required. ~~Therefore,~~Our ~~actual~~directors ~~results~~believe ~~may differ materially and adversely from expectations expressed or implied in forward-looking statements. Factors~~ that ~~might~~the ~~cause~~cost orof ~~contribute~~associated towith such ~~differences include~~committees, ~~but~~has ~~are~~ not ~~limited~~been ~~to,~~justified ~~those discussed in this Report~~ under ~~the~~our ~~section~~current ~~entitled “Risk Factors” in Item 1A of Part I and elsewhere, and in other reports we file with the SEC, specifically the most recent report on Form 10~~circumstances. ~~While forward-looking statements are based on reasonable expectations of our management~~ atDuring the ~~time~~year ~~that~~ended ~~they~~December ~~are made~~31, ~~you~~2021 ~~should~~we did not ~~rely~~compensate onany ~~them.~~person Wefor ~~undertake~~serving noas ~~obligation~~an toofficer ~~revise~~ or ~~update~~a ~~publicly any forward-looking statements for any reason~~director.

~~Executive~~Our ~~Overview~~Board of Directors has the ultimate responsibility to evaluate and respond to risks facing us. Our Board of Directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with our officers.

~~The~~We ~~Company~~have isnot inadopted ~~the~~a ~~business~~Code of ~~building~~Ethics ~~and~~which ~~operating~~is ~~sustainable~~applicable ~~photovoltaic~~to ~~(“PV”)~~our ~~solar~~principal ~~powered~~executive, ~~state~~financial, ofand ~~the~~accounting ~~art,~~officers ~~greenhouse~~and persons performing ~~facilities~~similar ~~which~~functions ~~grow~~since ~~high~~we ~~value~~only ~~greenhouse~~have ~~produce~~one executive officer.

AsHolders ~~its~~of ~~initial~~our ~~development~~common ~~project,~~stock ~~the~~can ~~Company~~send ~~expects~~written communications to ~~purchase~~our entire Board of Directors, ~~develop~~or ~~and~~to ~~operate~~one ~~four~~or ~~adjoining~~more ~~parcels~~Board ofmembers, ~~approximately~~by addressing 39the ~~acres~~communication ~~each,~~to ~~totaling~~“the ~~approximately~~Board ~~157~~of ~~acres~~Directors” inor ~~rural~~to ~~Pueblo~~one ~~County~~or more directors, ~~Colorado~~specifying ~~(“Pueblo~~the ~~Complex”). The~~director ~~Pueblo~~or ~~Complex~~directors isby ~~currently~~name, and ~~majority~~sending ~~owned~~the bycommunication ~~VitaNova~~to ~~Partners,~~our ~~LLC~~corporate ~~(“VitaNova”)~~office. ~~The~~Communications ~~Pueblo~~addressed ~~Complex~~to ~~has~~the anBoard ~~existing greenhouse~~of ~~facility~~Directors ~~consisting~~as ofwhole ~~90,000~~will sqbe ftdelivered to ofeach ~~growing~~Board ~~space~~member. ~~and~~Communications ~~15,000~~addressed sqto fta ofspecific ~~warehouse~~director ~~space,~~(or ~~another~~directors) ~~partially~~will ~~built~~be ~~greenhouse and~~delivered ~~two~~to ~~parcels~~the ofdirector ~~vacant~~(or ~~land~~directors) specified.

InA ~~2020,~~security ~~VitaNova~~holder ~~began~~communication ~~acquiring~~not ~~and~~sent ~~now~~to ~~owns or controls a supermajority of~~ the ~~preferred~~Board ~~or controlling equity interests~~ of ~~the~~Directors ~~four parcels~~as ina ~~the~~whole ~~Pueblo~~is ~~Complex.~~not ~~The~~relayed ~~Pueblo~~to ~~Complex~~Board ~~was~~members ~~significantly~~which ~~underpowered~~did ~~with~~not ~~only~~receive ~~300KVA of electrical power and no natural gas available. The lack of power made~~ the ~~initial greenhouse facility unsuitable for its intended purpose. Since acquiring control VitaNova~~ ~~has installed 1500KVA electrical service and is retrofitting the existing greenhouse with electrical environmental equipment that can be solar powered~~communication.

~~The~~ITEM ~~Company received preliminary approval from C-PACE, a Colorado specialized solar financing program by federal, state and county governments~~11. ~~The~~ ~~Company~~EXECUTIVE ~~is in the process of developing engineering necessary to developed complete the C-Pace financing application.~~COMPENSATION

~~The~~Our ~~Company~~executive ~~recently~~officers ~~completed~~will abe ~~private~~compensated ~~placement~~through and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 2-year warrants exercisable at $0.20 per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control entities of the ~~Company.~~ ~~The~~following ~~Company~~three currently has no independent directors. Both VitaNova and the Company have a common board member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of Directors and Officers insurance.components:

	●	Base Salary

	●	Short-Term Incentives (cash bonuses)

	●	Long-Term Incentives (equity-based awards)

	●	Benefits

OnThese ~~July~~components 5,provide ~~2018, Mr. McKowen purchased~~ a ~~control~~balanced ~~block~~mix of ~~440,000~~base ~~common~~compensation ~~shares~~and ofcompensation ~~the~~that ~~acquired~~is ~~shell~~contingent ~~and~~upon ~~appointed~~our ~~himself~~executive asofficer’s ~~its sole~~individual ~~board~~performance. ~~member~~A ~~and~~goal ~~Chief~~of ~~Executive~~the ~~Officer.~~compensation Onprogram ~~July~~is ~~17,~~to ~~2020,~~provide ~~Mr.~~executive ~~McKowen~~officers ~~transferred~~with ~~the~~a ~~control~~reasonable ~~block~~level toof ~~VitaNova~~security ~~and~~through ~~began~~base ~~restructuring~~salary ~~the~~and ~~Company~~benefits. ~~The~~We ~~Company~~want ~~currently~~to isensure athat ~~non~~the ~~reporting~~compensation ~~publicly~~programs ~~traded~~are ~~shell~~appropriately ondesigned ~~OTC~~to ~~Market~~encourage ~~Pink~~executive ~~Sheets,~~officer ~~symbol~~retention ~~VTNA.~~and motivation Asto ~~part~~create ofshareholder ~~the~~value. ~~restructuring, the~~We ~~Company~~believe ~~issued~~that ~~55,612,837~~our ~~common~~shareholders ~~shares~~are tobest ~~VitaNova~~served ~~and~~when ~~29,369,230~~we ~~common~~can ~~shares~~attract toand ~~Mr.~~retain ~~McKowen,~~talented ~~which~~executives by isproviding ~~proportional~~compensation topackages ~~Mr.~~that ~~McKowen’s ownership~~are ofcompetitive ~~VitaNova~~but fair.

~~Mr.~~Base McKowen was also issued 88,107,690, of which 58,738,460 shares that are subject to repurchase by the Company for a price of $0.0001 per share. Of the 58,738,460 shares 29,369,230 shares will be released from repurchase if warrants issued in Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.Salaries

OnBase ~~February~~salaries 1,generally ~~2021,~~have ~~the~~been ~~Company~~targeted ~~filed~~to abe ~~registration~~competitive ~~statement~~when ~~Form~~compared 10 to ~~voluntarily~~the ~~register~~salary ~~common~~levels ~~stock, par value $.0001per share~~ of ~~the~~persons ~~Company,~~holding ~~pursuant~~similar topositions ~~Section~~in ~~12(g)~~other publicly oftraded ~~the~~mining ~~Securities~~companies ~~Exchange Act~~ of ~~1934,~~comparable ~~or the Exchange Act~~size. The ~~Company~~executive ~~believes~~officer’s ~~that~~respective ~~when the~~responsibilities, ~~Form 10 becomes effective~~experience, ~~60 days after the Form 10 filing~~expertise, and itindividual ~~will~~performance noare ~~longer be a shell company~~considered.

The United States Tax Code in renewable energy facilities offers investors incentives. Investors in a solar facility that begins construction in 2021 and 2022 will receive an investment tax credit for 26% of the cost of a photovoltaic system when it goes into service. Under the federal code, renewable energy systems qualify for a five year Modified Accelerated CostShort-~~Recovery System (MACRS) depreciation schedule.~~Term The exact benefit of this depreciation is complicated and varies depending on the investors tax rate, but typically it adds up to an additional 25% of a solar energy project’s cost being offset by reduced tax payments.Incentives

~~Our~~Cash ~~Critical~~bonuses ~~Accounting~~may ~~Policies~~be awarded at the sole discretion of the Board of Directors based upon a variety of factors that encompass both individual and company performance.

~~New~~Long-Term ~~Accounting Pronouncements~~Incentives

~~From~~Equity ~~time~~incentive toawards ~~time,~~help ~~the~~to ~~Financial~~align ~~Accounting Standards Board (~~the ~~“FASB”)~~interests orof ~~other~~our ~~standards~~employees ~~setting~~with ~~bodies~~those ~~issue~~of ~~new~~our ~~accounting pronouncements~~shareholders. ~~The~~Equity ~~FASB~~based ~~issues~~awards ~~updates~~are tomade ~~new~~under ~~accounting~~our Equity ~~pronouncements~~Incentive ~~through~~Plan. ~~the~~Options ~~issuance~~are ofgranted anwith ~~Accounting~~exercise ~~Standards~~prices ~~Update~~equal ~~(“ASU”). Unless~~to ~~otherwise discussed,~~ the ~~Company~~closing ~~believes~~price ~~that the impact~~ of ~~recently~~our ~~issued~~common ~~guidance,~~stock ~~whether~~on ~~adopted~~the ordate toof begrant ~~adopted in the~~and ~~future,~~may isbe ~~not~~subject ~~expected~~ to ~~have~~ a ~~material~~vesting ~~impact~~schedule onas determined by the ~~Company’s~~Board ~~financial~~of ~~statements~~Directors ~~upon~~who ~~adoption~~administer the plan.

~~Revenue~~We ~~Recognition~~believe ~~(ASC~~that ~~606)~~grants of equity-based compensation:

~~During the~~● ~~twelve~~enhance ~~months~~the ~~ended~~link ~~December~~between ~~31, 2020,~~ the ~~Company~~creation ~~recognized~~of ~~$13,125~~shareholder ~~from~~value aand ~~sub~~long-~~lease~~term onexecutive ~~farm~~incentive ~~land~~compensation; ~~which~~● ~~the~~provide ~~Company~~focus, ~~leased from a non-related third party. The $13~~motivation,~~125~~ isand ~~recognized~~retention inincentive; ~~the~~and ~~month~~● ~~earned~~provide ~~for~~competitive ~~the~~levels ~~following~~of ~~reasons:~~total compensation

●In addition ~~the Company did not transfer control of the leased asset~~ to ~~sub-lessee;~~cash ●and ~~sub-lessee~~equity ~~payments~~compensation ~~are~~programs, ~~made~~executive ~~monthly~~officers ~~for~~participate ~~the~~in ~~month period under~~ the ~~lease~~health ~~agreement;~~and ●welfare ~~there~~benefit ~~was~~programs ~~no variable consideration; ● the Company provided no licenses~~ available to ~~sub-lessee;~~other ~~● there are no multi-element arrangements in this sub lease agreement, and ● there are no contract costs~~employees.

~~Results~~Compensation ~~of Operations~~Table

~~For~~The ~~Fiscal~~following ~~Years~~table ~~Ended~~sets ~~December~~forth ~~31,~~in ~~2019~~summary ~~and~~form ~~December~~the compensation received by our Chief Executive Officer for the two fiscal years ended December 31, ~~2020~~2021:

For the years ended December 31, 2019 we generated no revenue. During the year ended December 31, 2020, we recognized revenues from sub-leasing operations of $13,125 compared to no revenues from leasing operations during the year ended December 31, 2019. We entered into the sub-lease as of July 1, 2020.

Name and
Principal Position

Fiscal
Year

Salary
(1)

Bonus
(2)

Stock
Awards
(3)

Option Awards (4)

All Other
Compensation
(5)

Total

John R. McKowen

2021

–

Chief Executive, Financial

2020

–

8,811

–

8,811

and Accounting Officer

Louise Lowe

2021

–

Secretary

2020

–

302

–

302

During the year ended December 31, 2020, expenses from operations were $296,644 compared to $4,515 for the year ended December 31, 2019. The increase of $292,129 was primarily due to higher general and administrative expense resulting from the efforts to prepare the Company to become a fully reporting company with the SEC.

(1)	The dollar value of base salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of all stock awarded during the periods covered by the table is calculated according to ASC 718-10-30-3 which represented the grant date fair value.

(4)	The fair value of all stock options granted during the periods covered by the table are calculated on the grant date in accordance with ASC 718-10-30-3 which represented the grant date fair value.
(5)	All other compensation that could not be properly reported in any other column.

~~During~~Ms. ~~the~~Lowe ~~year~~resigned ~~ended~~as ~~December~~an ~~31,~~officer ~~2020,~~on ~~other~~February ~~expenses were $6~~5,~~584,280~~ ~~compared to no other expenses for the year ended December 31, 2019~~2021. ~~The increase in other expenses of $6,584,280 was the result of a warrant expense of $6,584,280.~~

~~These~~Since ~~figures~~our ~~produced a net loss of $6~~inception,~~867,799~~ ~~for~~we ~~the~~have ~~year~~not ~~ended~~compensated ~~December~~any ~~31,~~person ~~2020,~~for ~~compared~~acting toas a ~~net loss of $4,515 for the year ended December 31, 2019~~director.

~~Liquidity~~The following shows the amount we expect to pay to Mr. McKowen, and ~~Capital~~the ~~Resources~~amount of time Mr. McKowen expects to devote to our business, during the year ending December 31, 2022.

Resources

Projected Monthly Compensation		Percent of Time to Be Devoted to our Business

$	7,500		100	%

WeITEM ~~believe our existing cash, cash equivalents and anticipated additional capital from financing activities will be sufficient to meet our anticipated cash needs for at least the next twelve months~~12. ~~Our~~SECURITY ~~future~~OWNERSHIP ~~working~~OF ~~capital~~CERTAIN ~~requirements~~BENEFICIAL ~~will~~OWNERS ~~depend~~AND onMANAGEMENT ~~many~~AND ~~factors,~~RELATED ~~including the,~~STOCKHOLDER solar projects and expansion of our greenhouse development. To the extent our cash, cash equivalents and cash flows from operating activities are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to affect one or more acquisitions of businesses, technologies and products. If additional funding is required, we may not be able to affect an equity or debt financing on terms acceptable to us or at all.MATTERS

WeThe ~~historically~~following ~~have~~table ~~funded~~provides information with respect to the beneficial ownership of our ~~operations~~common ~~primarily~~stock, ~~from~~of (i) each person or entity that we believe, based on the ~~following~~assumptions ~~sources:~~described below, will be a beneficial owner of more than 5% of our outstanding common stock, (ii) each executive officer and director and (iii) all our directors and executive officers as a group.

● equity and debt proceeds through private placements; ● revenue generated from operations; and ● loans and lines of credit.

Name and Address of Beneficial Owner	Shares Owned			Percent of Outstanding Shares

John R. McKowen		88,107,690			24.9	%
335 A Josephine St.
Denver, Colorado 80206

VitaNova Partners, LLC		56,052,837	(1)		15.8	%
335 A Josephine Street
Denver, CO 80206

Prasil Family Matters, LLC		39,137,327			11.1	%
7275 N. Scottsdale Road
Paradise Valley, AZ 85253

Jon D. & Linda W. Gruber Trust		36,650,603			10.4	%
300 Tamal Plaza, Ste 280
Corte Madera, CA 94925

I. Wistar Morris		19,998,386			5.7	%
19 Pond Lane
Bryn Mawr, PA 19010

RM Materials, LLC		20,503,600			5.8	%
516 W. Colorado Ave.
Colorado Springs, CO 80905

All officers and directors as a group (one person)		144,160,527			40.8	%

~~On August 17, 2020, the Company executed a 6% Promissory Note for up to $~~(1~~,000,000~~) ~~with~~ VitaNova asPartners anis ~~available~~controlled ~~line~~by ~~of credit~~Mr. ~~The Company has not drawn on this line of credit~~McKowen.

Cash flow from operations has not historically been sufficient to sustain our operations without the above additional sources of capital. During 2020, the company’s funds were held as due the company in a bank account owned by VitaNova. For the year ending December 31, 2020 VitaNova held $65,179 for the benefit of the Company. Cash flow consumed by our operating activities totaled $351,092 for the year ended December 31, 2020, compared to operating activities consuming no cash for the year ended December 31, 2019.

As of December 31, 2020, we had $78,913 in current assets and $11,925 in current liabilities.

Requirements

On July 1, 2020, the Company entered into a five-year lease for a 157 irrigated acre farm, located at 2083 County Road 104, Walsenburg, Colorado 81089. The lease rate is $5,250 per month. The Company, at its sole discretion, can terminate this lease if after six months from July 1, 2020, the Company is unable to obtain necessary licenses and permits from state or local authorities. Subsequently, the Company terminated the lease in January, 2021. The Company currently has no lease obligations or requirements.

The Company has not entered into any agreements that require a commitment of cash.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements

See the financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

~~Item~~ITEM 9A13. ~~Controls~~ ~~and~~CERTAIN ~~Procedures~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

WeAs ~~have not conducted an evaluation under the supervision and with the participation~~ of ~~our~~September ~~management on the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures~~30,” as2021 ~~defined~~VitaNova inPartners ~~Rules 13a-15(e)~~owed ~~and 15d-15(e) under~~ the ~~Exchange~~Company ~~Act~~$480,578. ~~means~~During ~~controls and other procedures of a company that are designed to ensure that information required to be disclosed by~~ the ~~company~~three inmonths ~~the~~ended ~~reports~~December ~~it files or submits under the Exchange Act is recorded~~31, ~~processed,~~2021 ~~summarized and~~this ~~reported,~~was ~~within~~paid ~~the time periods specified~~ in ~~the Securities and Exchange Commission’s rules and forms. Disclosure controls~~full ~~and~~as ~~procedures~~an ~~also~~offset ~~include, without limitation, controls and procedures designed~~ to ~~ensure that information required to be disclosed by a company in~~ the ~~reports~~amounts ~~that~~owed ~~it files or submits under the Exchange Act is accumulated and communicated~~ to ~~the~~GrowCo ~~company’s~~Partners ~~management~~2, ~~including~~ ~~its principal executive and principal financial officers~~LLC, ora ~~persons~~related ~~performing similar functions~~party, asand ~~appropriate~~accrued tointerest ~~allow timely decisions regarding required disclosure~~owed.

~~Management~~On December 1, 2020 John R. McKowen was issued 88,107,690 shares of the Company’s common stock and Louise Lowe was issued 3,019,455 ~~Report~~shares onof ~~Internal~~the ~~Control~~Company’s ~~Over~~common ~~Financial~~stock ~~Reporting~~for services rendered and valued at $0.0001 per share. A total of 29,369,230 shares owned by Mr. McKowen and 1,006,485 shares owned by Mrs. Lowe are subject to repurchase by the Company for a price of $0.0001 per share if the Warrant Performance Metric described below is not satisfied. A total of 29,369,230 shares owned by Mr. McKowen and 1,006,485 shares owned by Mrs. Lowe are subject to repurchase at such price if the Secondary Performance Metric is not satisfied.

~~Management~~The ~~has~~“Warrant ~~not~~Performance ~~assessed~~Metric” will be satisfied if Warrants issued in the ~~effectiveness~~Company’s of2020 ~~our~~Private ~~internal~~Placement ~~control~~are ~~over~~exercised to ~~financial~~acquire ~~reporting~~at asleast 42,140,266 shares of the Company’s common stock. The “Secondary Performance Metric” will be satisfied if, prior to December 31, ~~2020~~2022, ~~and~~the ~~therefore~~Company ~~does~~completes ~~not~~a ~~make~~“sale lease back” of a solar powered property and receives gross anproceed ~~assessment~~of ona ~~its~~least ~~internal~~$6,000,000 ~~controls~~from the sale.

~~Attestation~~On ~~Report~~July 15, 2020, the Company and VitaNova Partners, LLC entered into a consulting agreement whereby VitaNova agreed to provide management services until a private placement was completed and the shareholders of the ~~Independent~~Company ~~Registered~~could ~~Public~~properly ~~Accounting~~elect ~~Firm~~a board of directors and Company officers could be appointed. VitaNova was paid $456,000 annually for its management services. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

~~This~~On ~~Annual~~July ~~Report~~12,2021 ~~does~~the ~~not~~Company ~~include~~issued an91,072,971 ~~attestation~~of ~~report~~its shares of ~~our~~common ~~independent~~stock, ~~registered~~as ~~public~~well ~~accounting~~as ~~firm~~warrants ~~regarding~~to ~~internal~~purchase ~~control~~an additional 10,249,375 shares ~~over~~of ~~financial~~its ~~reporting.~~common ~~Management’s~~stock ~~report~~to ~~was~~VitaNova ~~not~~Partners, ~~subject~~LLC in payment of expenses (amounting to ~~attestation~~$9,108) paid by ~~our~~VitaNova ~~independent~~on ~~registered~~behalf ~~public~~of ~~accounting~~the ~~firm~~Company. ~~pursuant~~The warrants are exercisable at any time on or before December 31, 2022 at a price of $0.20 per share. VitaNova Partners, LLC then transferred those shares to ~~rules~~certain members of VitaNova in exchange for the ~~SEC~~members ~~that~~interests ~~permit~~in usVitaNova toPartners, ~~provide~~LLC. ~~only~~John ~~management~~McKowen, the Company’s only ~~report~~Officer inand ~~this~~Director ~~Annual~~and ~~Report~~a controlling person of VitaNova, did not receive any of those shares.

~~Changes~~During inthe ~~Internal~~year ~~Control~~ended ~~over~~December ~~Financial~~31, ~~Reporting~~2020, there were the following equity transactions involving related parties:

There have been no changes in our internal control over financial reporting during the years ended December 31, 2019 and 2020 that have or are reasonably likely to materially affect our internal control over financial reporting identified in connection with the previously mentioned evaluation.

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

~~Item~~During ~~9B.~~the ~~Other~~twelve ~~Information~~months ended December 31, 2021 there were the following equity transactions involving related parties:

None.

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

~~Item~~See ~~10.~~Item ~~Directors,~~1 ~~Executive~~of ~~Officers~~this ~~and~~report ~~Corporate~~for ~~Governance~~information concerning the Company’s acquisition of land from three related parties.

Our executive officers and directors, and their ages and positions as of December 31, 2020, are set forth below:

Name	Age	Title
John R. McKowen	70	Chair of the Board, Chief Executive Officer, President and Treasurer
Louise Lowe	68	Director and Secretary

John R. McKowen (“McKowen”) was appointed as Chairman of the Board and became our Chief Executive Officer in June 2018 and became our President and Treasurer in July 2020. Prior to joining us, Mr. McKowen served as the Chief Executive Officer and President of GrowCo Inc., a builder of greenhouses, from May 2014 to May 2016 and again from October 2017 till the present and as the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.

Louise Lowe (“Lowe”) was a member of the board of directors since July 2020 and our Secretary since September 2020. Ms. Lowe has been working since March 1, 2015 creating organizational documents and filing them with the proper state and federal agencies. She is responsible for recording board minutes and electronically filing in our Company filing system.

She also maintains a bank register for the Company bank accounts. Ms. Lowe resigned her board position and as the Company’s Secretary as of February 5, 2021. At present, her position has not been replaced.

Board of Directors

Our Board of Directors oversees the management of the Company on your behalf. Among other things, the Board reviews our long-term strategic plans and exercises direct decision-making authority on key issues, including the appointment of our executive officers and setting the scope of their authority in managing the Company’s day-to-day operations. Our Board is currently comprised of John McKowen and Louise Lowe.

~~Board~~ITEM ~~Committees~~14. ~~and~~PRINCIPAL ~~Meetings~~ACCOUNTING FEES AND SERVICES

~~Board~~The ~~meetings~~following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2021 and 2020 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are ~~called~~reasonably ~~when~~related to the ~~CEO~~performance ~~deems~~of itthe ~~necessary.~~audit Ator ~~present~~review ~~there~~of our financial statements that are nonot ~~standing~~reported ~~committees~~as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

Code of Ethics

	2021		2020
Audit fees	$	36,600	$	10,800
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	36,300	$	10,800

~~The~~Audit ~~Board~~fees ofand ~~Directors~~audit ~~has~~related ~~not~~fees ~~adopted~~represent aamounts ~~Code~~billed offor ~~Ethics~~professional toservices ~~provide~~rendered ~~guidance~~for tothe ~~all~~audit of our ~~directors,~~annual ~~officers~~financial statements and ~~employees,~~the ~~including~~review of our ~~principal~~ ~~executive~~interim ~~officer,~~financial ~~principal~~statements. ~~financial~~Before ~~and~~our ~~accounting~~independent ~~officers~~accountants were engaged by to render these services, ~~and~~their engagement ~~persons~~was ~~performing~~approved ~~similar~~by ~~functions~~our Directors.

~~Board~~ITEM ~~Structure~~15. ~~and~~EXHIBITS ~~Risk~~AND ~~Oversight~~FINANCIAL STATEMENT SCHEDULES

~~John~~The ~~McKowen~~following ~~serves~~exhibits as Chairman of the Board. Our Board has overall responsibility for risk oversight. Throughout the year, the Board dedicates a portion of their meetings to review and discuss specific risk topics in greater detail. Strategic and operational risks are ~~presented and~~filed ~~discussed~~with inor ~~the~~incorporated ~~context of the President’s report on operations to the Board at regularly scheduled board meetings and at presentations to the Board~~ by ~~our~~referenced ~~other employees and consultants. The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes. The small size of the Company allows our Board to develop~~ in~~-depth~~ ~~knowledge~~this of different facets of the business. This in-depth knowledge, coupled with exposure to and frequent communication with our management, assists the Board in performing its oversight responsibilities, including risk management, in an effective manner.report:

Communications with the Board of Directors

Item No.		Description
3.1 (1)		Articles of Incorporation
3.2 (1)		Certificate of Amendment
3.3 (1)		Certificate of Amendment
3.4 (1)		Amended and Restated Bylaws
4.1 (6)		Form of Warrant
4.2 (2)		Promissory Note dated August 17, 2020 due to VitaNova Partners LLC
10.4 (1)		Securities Purchase Agreement between VitaNova Inc and the several investors listed therein
10.5 (3)		Management Agreement between VitaNova Inc and VitaNova Partners LLC
10.6 (4)		Modification of Management Agreement between VitaNova Inc and VitaNova Partners LLC
10.7 (5)		Agreement to acquire GrowCo Partners 1, LLC (By virtue of this agreement, the Company will acquire the real property owned by GrowCo Partners 1, LLC).
10.8 (5)		Agreement to acquire real property owned by GrowCo Partners 2, LLC.
10.9 (5)		Agreement to acquire real property owned by GrowCo, Inc.
10.10(6)		Amended Agreement to acquire GrowCo Partners 1, LLC
10.11(6)		Amended Agreement to acquire real property owned by GrowCo Partners 2, LLC.
10.12(6)		Amended Agreement to acquire real property owned by GrowCo, Inc.
10.13(6)		Agreement with Mastronardi Produce Limited (Certain information has been excluded from this agreement, indicated by blacked out wording, because such information is (i) not material and (ii) would be completely harmful if publicly disclosed)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification pursuant to Section 906 of 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)

Stockholders and other interested parties may communicate with the Board or any individual director, by writing to:

(1)	Incorporated by reference to the same exhibit filed with the Company’s Registration Statement on Form 10.

(2)	Incorporated by reference to the same exhibit filed with the Company’s report of Form 10-K for the year ended December 31, 2020.

(3)	Incorporated by reference to Exhibit 20.1 filed with the Company’s report of Form 10-K for the year ended December 31, 2020.

(4)	Incorporated by reference to Exhibit 20.2 filed with the Company’s report of Form 10-K for the year ended December 31, 2020.

(5)	Filed with Amendment No. 1 to the Company’s registration statement on Form S-1 (File #333-258344).

(6)	Filed with Amendment No. 3 to the Company’s registration statement on Form S-1 (File #333-258344)

~~VETANOVA INC~~ITEM 16. FORM 10-K SUMMARY

~~Attention: Board of Directors~~None.

~~c/o Corporate Secretary~~14

~~335~~VETANOVA ~~A Josephine Street~~INC

~~Denver,~~CONDENSED COAND ~~80206~~CONSOLIDTED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2021

If the letter is from a stockholder, the letter should state that the sender is a stockholder. Under a process approved by the Board, depending on the subject matter, management will:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	F-2

Balance Sheets as of December 31, 2021 and December 31, 2020	F-3

Statements of Operations for the Twelve Months ended December 31, 2021 and December 31, 2020	F-4

Statements of Cash Flows for the Twelve Months ended December 31, 2021 and December 31, 2020	F-5

Statements of Changes in Stockholders’ Equity for the Twelve Months ended December 31, 2021 and December 31, 2020	F-6

Notes to the Unaudited Financial Statements	F-7

● forward the letter to the director or directors to whom it is addressed; or ● attempt to handle the matter directly (as where information about our business or our stock is requested); or ● not forward the letter if it is primarily commercial in nature or relates to an improper or irrelevant topic.F-1

AReport ~~summary~~ of ~~all~~Independent ~~relevant~~Registered ~~communications~~Public ~~that~~Accounting ~~are received after the last meeting of the full Board and which are not forwarded will be presented at each Board meeting along with any specific communication requested by a director.~~Firm

~~All~~To ~~communications will be handled in a confidential manner, to~~ the ~~degree~~shareholders ~~the~~and ~~law allows. Communications may be made on an anonymous basis; however, in these cases~~ the ~~reporting~~board ~~individual~~of ~~must~~directors ~~provide~~of ~~sufficient~~VETANOVA ~~details for the matter to be reviewed and resolved. The Company will not tolerate any retaliation against an employee who makes a good faith report.~~INC

~~Section~~Opinion ~~16(a)~~on ~~Beneficial~~the ~~Ownership~~Financial ~~Reporting Compliance~~Statements

~~Section~~We ~~16(a)~~have ofaudited the ~~Securities~~accompanying ~~Exchange~~balance ~~Act~~sheets of ~~1934~~VETANOVA ~~(the~~INC ~~“Exchange~~as ~~Act”)~~of ~~requires~~December ~~our~~31, ~~executive~~2021 ~~officers~~ and ~~directors~~2020, ~~and~~the ~~persons who~~related ~~own~~statements ~~more than 10%~~ of ~~our~~operations, stockholders’ ~~common~~equity ~~stock~~ (~~herein collectively~~deficit), ~~our~~and ~~“Section~~cash 16flows ~~insiders”)~~for ~~to file with~~ the ~~SEC~~years ~~certain~~then ~~forms reporting~~ended, ~~their ownership~~ and ~~changes~~the inrelated ~~beneficial~~notes ~~ownership~~(collectively ofreferred ~~our~~to ~~common~~as ~~stock~~the ~~and~~“financial statements”). ~~other~~In ~~equity~~our ~~with~~opinion, the ~~SEC,~~financial ~~and~~statements topresent ~~furnish~~fairly, usin ~~with copies~~all ofmaterial ~~these filings. However~~respects, ~~since as of~~ the ~~date~~financial position of ~~this filing,~~ the Company’s as ~~prior filing~~ of ~~its~~December ~~Form~~31, 102021 ~~has~~and ~~yet to be deemed effective. Therefore~~2020, ~~until~~and the ~~effective~~results ~~date~~of isits ~~issued,~~operations ~~the~~and ~~Company~~its iscash ~~not~~flows ~~required~~for ~~to file~~ the ~~beneficial~~years ~~ownership~~then ~~reporting forms.~~ended, ~~Upon~~in ~~the~~conformity ~~acceptance~~with ofaccounting principles ~~our~~generally ~~Form~~accepted 10in ~~filing by~~ the ~~SEC,~~United ~~we plan to timely file the beneficial ownership reporting forms~~States.

~~Item~~Substantial ~~11.~~Doubt ~~Executive~~about ~~Compensation~~the Company’s Ability to Continue as a Going Concern

WeThe ~~did~~accompanying ~~not~~financial ~~pay~~statements ~~any~~have ~~compensation~~been ~~for~~prepared ~~2019~~assuming tothat ~~our~~the ~~Chief~~Company ~~Executive~~will ~~Officer,~~continue ~~President~~as ~~and~~a ~~Treasurer~~going concern. As discussed in Note 1 to the financial statements, ~~who~~the ~~was~~Company ~~our~~has ~~sole~~suffered ~~executive~~recurring ~~officer~~losses ~~during 2019~~from operations and has a significant accumulated deficit. In ~~2020~~ addition, wethe ~~did~~Company ~~not~~continues ~~pay~~to ~~any~~experience ~~compensation~~negative ~~with~~cash flows from operations. These factors raise substantial doubt about the ~~exception~~Company’s ability ofto continue as a ~~stock~~going ~~award~~concern. Management’s plans in regard to ~~our~~these ~~Chief~~matters ~~Executive~~are ~~Officer,~~also ~~President~~described ~~and~~in ~~Treasurer,~~Note 1. The financial statements ~~who~~do ~~was~~not ~~our~~include ~~sole~~any ~~executive~~adjustments ~~officer~~that ~~during~~might ~~2020~~result from the outcome of this uncertainty.

~~There~~Basis ~~are~~for ~~no Employment Agreements.~~Opinion

14These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Base~~We ~~Salary~~conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~John~~Our Raudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. ~~McKowen~~Such ~~was~~procedures ~~did~~included ~~not~~examining, ~~receive~~on a ~~salary~~test orbasis, ~~bonus~~evidence ~~for~~regarding the ~~either~~amounts ~~year~~and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, ~~2019~~as orwell ~~2020~~as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Incentive~~/S/ ~~Compensation~~BF Borgers CPA PC

~~The~~BF ~~Company~~Borgers ~~does~~CPA not have any established policy with regard to equity incentive bonuses for our executive officers. The board of directors may decide to pay equity incentive bonuses to compensate executive officers for the achievement of specific business objectives, profitability, and individual performance and objectives established by the board or its compensation committee.PC

~~Equity~~We ~~Plans~~have served as the Company’s auditor since 2020.

~~The~~Lakewood, ~~Company does not currently have any adopted Equity Plans.~~CO

~~Director~~March ~~Compensation~~29, 2022

~~The Company does not have any established policy with regard to cash or equity~~F-~~based compensation of non-employee members of the board.~~2

~~Summary~~VETANOVA ~~Compensation Table~~INC

~~The~~Condensed ~~following table sets forth information regarding all forms of compensation received by McKowen~~ and ~~Lowe~~Consolidated ~~during~~Balance ~~the years ended December 31, 2020 and December 31, 2019:~~Sheets

Name and Principal Position	Fiscal Year			Salary & Contract Fees Paid			Bonus		Stock Awards (1)		Option Awards		All Other Compensation		Total
	2021			2020
John McKowen, Director, President and CEO (1)		2020		$	-		$	-	$	8,811	$	-	$	-	$	8,811
	As of December 31,
		2019		$	-		$	-	$	-	$	-	$	-	$	-
	2021			2020
Louise Lowe, Director (2)		2020		$	-		$	-	$	302	$	-	$	-	$	302
ASSETS
		2019		$	-		$	-	$	-	$	-	$	-	$	-
Current Assets
Cash and cash equivalents	$	108,951		$	-
Prepaid expenses		-			13,734
Due from related party - VitaNova Partners LLC		-			51,179
Total Current Assets		108,951			64,913
Long Term Assets
Greenhouse		3,410,000		$	-
Land		90,000			-
Total Long Term Assets		3,500,000			-
TOTAL ASSETS	$	3,608,951		$	64,913
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	37,630		$	-
Interest payable		7,809			11,925
Payment due to related parties for land and greenhouse acquisition		2,051,075			-
Bridge note payable		219,292			-
Bridge note payable to related party (net of discount)		94,519			-
Total Current Liabilities		2,410,325			11,925
TOTAL LIABILITIES		2,410,325			11,925
Commitments & Contingencies (Notes 3, 4 and 6)		-
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 426,100,053 and 194,971,866 shares issued and outstanding on December 31, 2021 and December 31, 2020, respectfully		91,835			68,694
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		604,252			-
Additional paid-in capital		20,435,134			298,322
Accumulated (deficit)		(20,289,120	)		(314,028	)
Total VETANOVA INC Equity		842,101			52,988
Non-controlling interest in a subsidiary		356,525			-
TOTAL STOCKHOLDERS’ EQUITY		1,198,626			52,988
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	3,608,951		$	64,913

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

	(1)	The Company granted John McKowen 88,107,690 common shares of which 58,738,460 are subject to claw back. 29,369,230 shares will be released from claw back if the “Warrant Performance Metric” is satisfied. 29,369,230 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale.
	(2)	The Company granted Louise Lowe 3,019,455 common shares of which 2,012,970 are subject to claw back. 1,006,485 shares will be released from claw back if the “Warrant Performance Metric” is satisfied. 1,006,485 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale. On February 5, 2021, Ms. Lowe resigned her position as a board member and the Company’s Secretary. No replacement has yet to be appointed/elected.

F-3

~~Directors~~VETANOVA ~~McKowen and Lowe did not receive any additional compensation, except as noted above, for their Board service.~~INC

~~Item~~Condensed ~~12.~~and ~~Security~~Consolidated ~~Ownership~~Statements of ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Operations

The following table sets forth information with respect to the beneficial ownership of The Company outstanding common stock by:

	2021			2020
	Twelve Months ended December 31,
	2021			2020
Revenue	$	-		$	13,125
Direct cost of revenue		-			13,125
Gross Margin		-			-
Operating Expenses
General and administrative		5,078,065			297,519
Depreciation and amortization		-			-
Total Operating Expenses		5,078,065			297,519
Profit (Loss) from Operations		(5,078,065	)		(297,519	)
Other Income (Expense)
Loss on asset acquisitions - related party		(14,850,000	)		-
Interest expense		(47,027	)		-
Total Other Income (Expense)		(14,897,027	)		-
Minority Share of Loss		68,370
Net Profit (Loss) Before Taxes		(19,906,722	)		(297,519	)
Income Tax (Provision) Benefit		-			-
Net Profit (Loss)	$	(19,906,722	)	$	(297,519	)

(Loss) per Common Share - Basic	$	(0.08	)	$	(0.01	)
(Loss) per Common Share - Dilutive	$	(0.08	)	$	(0.01	)
Weighted Average Shares Outstanding:
Basic		251,906,754			19,919,780
Dilutive		251,906,754			19,919,780

●The accompanying ~~each~~notes ~~person who is known by us~~ to becondensed ~~the~~financial ~~beneficial~~statements ~~owner~~are ofan 5integral ~~percent~~part ~~or more~~ of ~~our~~these common stock; ● our chief executive officer, our other executive officers, and each director as identified in the “Management-Executive Compensation” section below, and ● all of our directors and executive officers as a groupstatements.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of this information statement into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of any other person.F-4

15VETANOVA INC

ToCondensed ~~the extent our directors~~ and ~~officers~~Consolidated ~~owned~~Statements ~~shares~~ of ~~the~~Cash ~~Company common stock at the time of the distribution, they will participate in the distribution on the same terms as other holders of the Company common stock.~~Flows

The information below is based on the number of shares of the Company common stock issued to each person with 5% ownership.


	Twelve Months Ended Dec 31,
	2021			2020
Cash Flows from Operating Activities:
Net Loss	$	(19,975,092	)	$	(297,519	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation & amortization		5,611			-
Loss and impairment on purchase of assets		14,850,000			-
Stock issued for services		4,104,917
Net change in operating assets and liabilities:
Decrease in prepaid expenses		13,734			15,924
Decrease (Increase) in related party receivable		51,179			(13,000	)
(Decrease) in related party payable		-			(45,798	)
Increase (Decrease) in accounts payable		33,514			(10,698	)
VSP common units issued for services		2,756			-
Net Cash Used in Operating Activities		(913,381	)		(351,091	)
Cash Flows from Investing Activities		-			-
Purchase of VSP LLC units		(4,420	)		-
Purchase of land		-
Net Cash Used in Investing Activities		(4,420	)		-
Cash Flows from Financing Activities
Sale of units		205,037			351,091
Sale of VSP LLC units		962,442			-
Payments to related parties in connection with land acquisitions		(448,925	)
Sale of convertible debt		308,200
Cash Flows from Financing Activities		1,026,754			351,091
Net Change in Cash & Cash Equivalents		108,951			-
Beginning Cash & Cash Equivalents		-			-
Ending Cash & Cash Equivalents	$	108,951		$	-

~~DIRECTORS AND~~Non-cash ~~EXECUTIVE OFFICERS AND FIVE PERCENT HOLDER’S OWNERSHIP~~transactions

Name and Address of Beneficial Owner	Number of Shares of Common Stock		Percentage of Beneficial Ownership
-	2021		2020
John R. McKowen 335 A Josephine St. Denver, CO 80206		88,107,690		45.19	%
	For the 12 months ended December 31,
Louise Lowe 17004 E. Bates Ave. Aurora, CO 80013		3,019,455		1.55	%
Non-cash transactions	2021		2020
VitaNova Partners, LLC 335 A Josephine Street Denver, Co 80206		56,052,837		28.75	%
NCI	$	356,525	$	-
Purchase of land for deferred payment and issuance of shares	$	300,000	$	-
Purchase of GCP1 land and infrastructure for deferred payment and issuance of shares	$	6,873,568	$	-
Shares issued for prior common shares due	$	4,000,000	$	-

~~Item~~The ~~13.~~accompanying ~~Directors~~notes ~~and~~to ~~Executive~~condensed ~~Officers~~financial statements are an integral part of these statements.

~~Our executive officers and directors, and their ages and positions as of December 31, 2020, are set forth below:~~F-5

Name	Age	Title
John R. McKowen	70	Chair of the Board, Chief Executive Officer, President and Treasurer
Louise Lowe	68	Director and Secretary

VETANOVA INC

~~John~~Condensed R.and ~~McKowen~~Consolidated ~~was~~Statements ~~appointed as Chairman~~ of ~~the~~Changes ~~Board and became our Chief Executive Officer~~ in ~~June~~Stockholders’ 2018 and became our President and Treasurer in July 2020. Prior to joining us, Mr. McKowen served as the Chief Executive Officer and President of GrowCo Inc., a builder of greenhouses, from May 2014 to May 2016 and again from October 2017 till the present and as the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.Equity

Louise Lowe was a member of the board of directors and the Company’s Secretary from July 2020 until she resigned both positions on February 5, 2021.

	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
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
Return of stock issued for services
Return of stock issued for services, shares
Stock issued for services		103,623			10,362					-			-					10,362
Stock issued to VitaNova Partners LLC		55,613			5,561					-			-					5,561
Stock re-issued to VitaNova Partners
Stock re-issued to vitaNova partners, shares																-
Balances, December 31, 2020		194,972		$	68,694		$	-	$	298,322		$	(314,028	)	$	-	$	52,988

2021 Activity:
Net (Loss)		-			-			-		-			(19,906,722	)		-		(19,906,722	)
Private placement - VTNA		115,961			11,624			-		193,412			-			-		205,036
VetaNova Solar Partners		-			-			604,252		-			(68,370	)		356,525		892,407
Return of stock issued for services		(2,333	)		(233	)		-		-			-			-		(233	)
Stock issued for services		22,500			2,250			-		4,102,900			-			-		4,105,150
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

~~Item~~The ~~14.~~accompanying ~~Certain~~notes ~~Relationships~~to ~~and~~condensed ~~Related~~financial ~~Transactions,~~statements ~~and~~are ~~Director~~an ~~Independence~~integral part of these statements.

On December 1, 2020 John R. McKowen purchased 88,107,690 Shares of Common Stock of the Company and Louise Lowe purchased 3,019,455 shares of Common Stock of the Company. Of those shares, 66⅔% are deemed restricted. Mr. McKowen’s and Mrs. Lowe’s restricted Common Stock are subject to 50% of each holder’s restricted shares are subject to repurchase by The Company for a price of $0.0001 per share if the Warrant Performance Metric is not satisfied, and the other 50% are subject to repurchase at such price if the Secondary Performance Metric is not satisfied.F-6

AsVETANOVA used above, the “Warrant Performance Metric” will be satisfied if Warrants issued in Company’s 2020 Private Placement are exercised to acquire at least 42,140,266 shares of Common Stock; and the “Secondary Performance Metric” will be satisfied if, prior to December 31, 2022, The Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.INC

OnNotes July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services until the current private placement offering is completed and the shareholders of the Company can properly elect an independent board of directors and appoint Company officers. VitaNova is paid $456,000 annually for its management services. Payments are made in 12 monthly installments of $38,000. On December 15, 2020 the consulting agreement was amended to ~~reduce~~Condensed ~~payments~~Financial ~~to $19,000 a month effective January 1, 2021.~~Statements

16For the Twelve Months Ended December 31, 2021 and December 31, 2020

~~Issuance~~Note of1 ~~the~~– ~~Company~~Organization ~~Shares~~and ~~to Consultants~~ Business

WeThe ~~did~~Company ~~not~~is ~~issue~~in ~~any~~its ~~shares~~development tostage ~~Consultants~~and ~~for~~intends ~~the~~to ~~year~~build ~~ended~~and ~~December~~operate 31solar-powered, ~~2019.~~carbon-negative ~~For~~greenhouses ~~the~~utilizing ~~year~~Artificial Intelligence ~~ended~~assisted ~~December~~technologies ~~31,~~to ~~2020,~~control the growing environment if the Company ~~issued~~can obtain financing. The Company’s revenue ~~the~~is ~~following~~expected ~~shares~~to come from growing farm-fresh fruits and vegetables to ~~Consultants:~~be sold to local markets.

	●	9,495,700 shares to George McCaffrey, and
	●	3,000,000 shares to Heather Burshten.

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.

~~Director~~In ~~Independence~~2021 the Company acquired four contiguous parcels of land from a related party totaling 157 acres in Pueblo County Colorado.

~~Our~~ ● Parcel 1 - The Company ~~has~~issued no95,000,000 ~~independent~~shares ~~directors~~of its common stock and agreed to pay $2,368,421 by December 31, 2022 to GrowCo Partners 1, LLC for approximately 39 acres containing one fully completed 90,000 sq. Onft. ~~July~~greenhouse, and one adjoining fully completed 15,000 ~~2020,~~sq. ft. warehouse. on the land. The shares were issued in book entry form on November 19, 2021. The cash amount will bear interest at 6% per year from August 17, 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 its common stock and ~~VitaNova~~agreed ~~entered~~to ~~into~~pay a$131,579 ~~consulting~~by ~~agreement~~December ~~whereby~~31, ~~VitaNova would~~2022 ~~provide~~to ~~management~~GrowCo ~~services~~Partners 2, LLC for 39 acres of vacant land. 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 ~~the~~paid. ~~current~~● ~~private~~Parcel ~~placement~~3 ~~offering~~– isThe ~~completed~~Company issued 5,000,000 shares of its common stock and ~~the~~agreed ~~shareholders~~to pay $131,579 to GrowCo, Inc. by December 31, 2022 for 39 acres of ~~the~~vacant ~~Company~~land. ~~can~~The ~~properly elect~~shares anwere ~~independent~~issued ~~board~~in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021 until paid. ● Parcel 4 - The Company issued 15,000,000 shares of ~~directors~~its common stock and ~~appoint~~agreed ~~Company~~to ~~officers~~pay $394,737 by December 31, 2022 to GrowCo Partners 2, LLC for 39 acres of 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.

~~Item~~On ~~15.~~the ~~Principal~~land ~~Accountant~~in ~~Fees~~southern ~~and~~Colorado ~~Services~~the Company plans to:

On October 16, 2020, the board of directors approved the appointment of BF Borgers CPA PC, or BF Borgers, as our new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal years ending December 31, 2020, 2019 and 2018. The appointment of BF Borgers was effective immediately.

	●	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: $750,000. Estimated time to complete: eight months) and build solar system to power the greenhouse/ warehouse (Estimated cost: $1,125,000)

	●	construct a total 25 acres of. greenhouse and associated warehouse space (Estimated cost: $55,000,000. Estimated time to complete: 36 months), and build a solar system to power the greenhouse and warehouse facilities (Estimated cost: $9,500,000)

During the fiscal years ended December 31, 2019 and 2018 and in the subsequent interim periods through September 30, 2020, neither we nor anyone on our behalf consulted with BF Borgers (“Borgers”) with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and no written report or oral advice was provided to us by BF Borgers that was an important factor that we considered in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation SK of the Securities and Exchange Commission and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation SK).F-7

~~There~~The ~~are~~Company ~~not~~has ~~and~~a ~~have~~direct ~~not~~or ~~been~~indirect ~~any~~interest ~~disagreements~~in ~~between~~the usthree ~~and~~entities ~~our~~listed ~~independent accountants on any matter of accounting principles, practices or financial statement disclosure~~above.

~~Aggregate~~The ~~fees~~Company ~~billed~~plans byto ~~Borgers~~finance ~~for~~all or a part of the ~~years~~cost ~~ended~~of ~~December~~retrofitting/ ~~31,~~constructing ~~2020~~greenhouses and ~~2019~~warehouses ~~are~~and asacquiring ~~follows:~~solar systems through future offering of the Company’s securities, proceeds from the exercise of the Company’s warrants or borrowings from private lenders.

	For the Year Ended December 31,
	2020		2019
Audit Fees	$	10,800		-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	10,800		-

As of December 31, 2021 the Company did not have any agreements with any person to purchase any of the Company’s securities lend any funds to the Company or purchase and lease back any of the greenhouse/ warehouse facilities which the Company plans to retrofit or construct.

~~Audit~~On ~~Fees:~~August ~~This~~4, ~~category~~2021 ~~includes~~ the ~~audit~~Company ofentered ~~our~~in ~~annual~~an ~~financial~~agreement ~~statements~~with ~~included~~Mastronardi inProduce ~~our~~Limited ~~Annual~~pursuant ~~Report~~to onwhich ~~Form~~Mastronardi ~~10-K,~~was ~~review~~granted ofthe ~~quarterly~~exclusive ~~financial~~right ~~statements~~to ~~included~~sell inand ~~our~~market ~~Quarterly~~all ~~Reports~~US onGrade ~~Form~~No. ~~10-Q,~~1 ~~audit~~Products ~~performed~~produced ~~for~~from ~~the~~all ~~filing~~ of ~~our~~the ~~Form~~Company’s 10greenhouses ~~and~~in ifNorth ~~and~~America. ~~when~~For ~~required~~each ~~or requested~~sale, ~~the~~Mastronardi ~~audit~~will be paid a low double digit percentage of the ~~effectiveness~~gross price received for the sale of ~~our~~the ~~internal~~products ~~controls~~grown at the Company’s greenhouses, plus all costs incurred in the sale and distribution of such products.

~~Audit-related~~Mastronardi ~~fees:~~is ~~This~~a ~~category~~fourth-generation ~~consists~~family ofowned ~~assurance~~company and ~~related~~the ~~services~~leading ~~provided~~marketer byand ~~the~~distributor ~~independent~~in ~~registered~~North ~~public~~America ~~accounting~~of ~~firm~~tomatoes, ~~that~~peppers, cucumbers, ~~are~~berries ~~reasonably~~and ~~related~~leafy togreens. ~~the~~Mastronardi ~~performance~~has ofan ~~the~~extensive ~~audit~~and orlong-tenured ~~review~~retail ofnetwork ~~our~~and ~~financial~~is ~~statements~~nationally recognized under the primary SUNSET® brand and ~~are~~other ~~not~~brands, ~~reported~~including ~~above~~Campari®, ~~under~~Angel ~~“Audit~~Sweet®, Flavor Bombs®, Sugar Bombs®, tomatoes and WOW™ ~~Fees~~berries.”

~~Tax fees:~~Going This category consists of professional services rendered primarily in connection with our tax planning and compliance activities, including the preparation of tax returns. We did not engage Borgers for any tax services.Concern

~~All~~The Company has suffered recurring losses from ~~other~~initial ~~fees:~~buildout ~~This~~and ~~category~~has ~~consists~~a significant accumulated deficit, which, as of ~~fees~~December ~~for~~31, ~~other~~2021, ~~corporate~~was ~~services~~$20,289,120. ~~primarily~~In addition, the ~~review~~Company continues ofto ~~SEC~~experience ~~reports~~negative ~~other~~cash ~~than~~flows ~~annual~~from initial buildout. These factors raise substantial doubt about the Company’s ability to continue as a going concern if additional capital is not raised. Management’s plans in regard to these matters is to continue its capital raise activities, and if necessary, substantially reduce general and administrative costs along with forgoing capital expenditures. ~~quarterly~~The ~~reports~~financial statements do not include any adjustments that might result from the outcome of this uncertainty.

17Note 2 – Summary of Significant Accounting Policies

~~Item~~Basis ~~16.~~of ~~Financial Statements and Exhibits.~~Presentation

~~(a)~~The ~~Financial~~Company’s ~~Statements~~consolidated financial statements, prepared using the accrual basis of accounting, have been presented in accordance with United States generally accepted accounting principles and stated in US dollars.

~~See~~Use ~~the~~of ~~financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.~~Estimates

~~(b)~~The ~~Exhibits~~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.

Exhibit No.		Description
3.1 *		Articles of Incorporation of VETANOVA INC
3.2 *		Certificate of Amendment dated June 11, 2018
3.3 *		Certificate of Amendment dated June 21, 2018
3.4 *		Amended and Restated Bylaws of VETANOVA INC
4.1 *		Form of Warrant
4.2		Promissory Note dated August 17, 2020 due to VitaNova Partners LLC
10.4 *		Securities Purchase Agreement dated as of September 28, 2020 between VETANOVA INC and the several investors listed therein
20.1		Management agreement between VETANOVA INC and VitaNova Partners LLC
20.2		Modification of management agreement between VETANOVA INC and VitaNova Partners LLC

Consolidation

*In ~~Filed~~January ~~with~~2021, ~~Form~~the 10Company onformed ~~February~~VetaNova 1Solar Partners, LLC (“VSP”). VSP is authorized to issue 100,000,000 common and 100,000,000 preferred membership units. As of December 31, 2021, 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 ~~SEC~~Company’s financial statements.

18F-8

~~SIGNATURES~~Cash and cash equivalents

~~Pursuant~~For topurposes of reporting cash flows, the ~~requirements~~Company ofconsiders ~~Section~~cash ~~12,~~and 13cash orequivalents 15to ~~(d)~~include ofhighly ~~the~~liquid ~~Securities~~investments ~~Exchange~~with ~~Act~~original maturities of ~~1934,~~90 ~~the~~days ~~registrant~~or ~~has~~less. ~~duly~~Those ~~caused~~are ~~this~~readily ~~registration statement~~convertible into cash and not subject to besignificant ~~signed~~risk onfrom ~~its~~fluctuations ~~behalf~~in byinterest rates. The recorded amounts for cash equivalents approximate fair value due to the ~~undersigned,~~short-term ~~thereunto~~nature ~~duly~~of ~~authorized~~these financial instruments.

		VETANOVA INC - Registrant
Date:	March 24, 2021	By:	/s/ John McKowen
			John McKowen, Chief Executive Officer and Member of the Board
		By:	/s/ Louise Lowe
			Louise Lowe, Prior Member of the Board

Due from related party – VitaNova Partners, LLC

19As of December 31, 2020, the Company has advanced funds to a related party, VitaNova Partners, LLC for a total of $51,179. As of December 31, 2021, this has been fully paid.

~~EXHIBIT~~Greenhouse Fand associated land

~~VETANOVA~~On ~~INC~~November ~~FINANCIAL~~8, ~~STATEMENTS~~2021, the Company entered into an agreement to purchase an approximately 39 acres along with a greenhouse and warehouse on adjacent property to the 188 acres acquired above. For this purchase, the Company issued 25,000,000 shares of the Company’s common stock, and $1,842105 in cash, to be paid by December 31, 2022.

~~F-1~~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.

~~Report~~After completing the above acquisitions, the Company commissioned an appraisal to be performed. This appraisal gave an “as-is” estimate of ~~Independent~~value ~~Registered~~at ~~Public~~$3,500,000, ~~Accounting~~which ~~Firm~~included the greenhouse and infrastructure and land. Therefore, the Company recognized an impairment of $3,673,568.

ToIncome ~~the shareholders and the board of directors of VETANOVA INC~~Taxes

~~Opinion~~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 ~~Financial~~basis ~~Statements~~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.

WeThe ~~have~~Company ~~audited~~recognizes ~~the~~deferred ~~accompanying~~tax ~~balance~~assets ~~sheets~~to ofthe ~~VETANOVA~~extent ~~INC~~that asit ofbelieves ~~December~~that ~~31,~~these ~~2020~~assets ~~and~~are ~~2019,~~more ~~the~~likely ~~related~~than ~~statements~~not ofto ~~operations, stockholders'~~be ~~equity~~realized. ~~(deficit),~~In ~~and~~making such ~~cash~~a ~~flows~~determination, ~~for~~ the ~~years~~Company ~~then~~considers ~~ended,~~all available positive and ~~the~~negative ~~related~~evidence, ~~notes~~including ~~(collectively~~future ~~referred~~reversals toof asexisting ~~the~~taxable ~~"financial~~temporary ~~statements").~~differences, Inprojected ~~our~~future ~~opinion~~taxable income, ~~the~~tax-planning ~~financial~~strategies, ~~statements~~and ~~present~~results ~~fairly,~~of inrecent ~~all~~operations. ~~material~~If ~~respects,~~ the ~~financial~~Company determines ~~position~~that ofit ~~the~~would ~~Company~~be asable ofto ~~December~~realize ~~31,~~deferred ~~2020~~tax ~~and~~assets ~~2019,~~in ~~and~~ the ~~results~~future ofin ~~its~~excess ~~operations~~of ~~and~~their ~~its~~net ~~cash~~recorded ~~flows~~amount, ~~for~~it ~~the~~would ~~years~~make ~~then~~an adjustment ~~ended,~~to inthe ~~conformity~~deferred ~~with~~tax ~~accounting~~asset ~~principles~~valuation ~~generally~~allowance, ~~accepted~~which inwould reduce the ~~United~~provision ~~States~~for income taxes.

~~Basis~~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 ~~Opinion~~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.

~~These~~Loss ~~financial~~per statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Share

WeBasic ~~conducted~~loss ~~our~~per ~~audit~~share inis ~~accordance~~computed ~~with~~by ~~the~~dividing ~~standards of~~ the ~~PCAOB.~~loss ~~Those~~attributed ~~standards~~to ~~require~~the ~~that~~Company’s wecommon ~~plan~~shareholders ~~and~~for ~~perform~~ the ~~audit to~~period ~~obtain~~by ~~reasonable assurance about whether~~ the ~~financial~~weighted average ~~statements~~number ~~are free~~ of ~~material~~common ~~misstatement,~~shares ~~whether~~outstanding ~~due~~for tothe ~~error or fraud~~period. ~~The~~Diluted ~~Company~~loss isper ~~not~~share ~~required~~is tocomputed ~~have,~~by ~~nor~~dividing ~~were~~the wenet ~~engaged~~income tofor ~~perform,~~the ~~an audit of its internal control over financial~~period ~~reporting.~~by Asthe ~~part~~weighted ofaverage ~~our~~number ~~audits we are required to obtain an understanding~~ of ~~internal~~common ~~control~~and ~~over~~potential ~~financial~~common ~~reporting~~shares ~~but~~outstanding ~~not for~~during the ~~purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~period. ~~Accordingly, we express no such opinion.~~

~~Our~~As ~~audit included performing procedures to assess the risks~~ of ~~material~~December ~~misstatement of the financial statements~~31, ~~whether due to error or fraud~~2021, and ~~performing~~December ~~procedures that respond to those risks. Such procedures included examining~~31, ~~on a test basis~~2020, ~~evidence regarding~~ the ~~amounts~~Company’s ~~and~~outstanding ~~disclosures~~warrants inwere ~~the~~excluded ~~financial~~from ~~statements. Our audit also included evaluating~~ the ~~accounting~~fully ~~principles~~diluted ~~used~~weighted ~~and significant~~average ~~estimates~~number ~~made~~of byshares ~~management,~~outstanding assince ~~well as evaluating~~ the ~~overall~~warrants ~~presentation~~would ofbe ~~the financial statements~~anti-dilutive. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~/S/ BF Borgers CPA PC~~F-9

BFAccounting ~~Borgers~~for ~~CPA~~Equity PCRaise

WeThe ~~have~~Company ~~served~~recently assold common stock and warrants. Accounting Standards Codification (“ASC”) requires the Company's ~~auditor~~to ~~since~~first analyze ~~2020~~the warrants to determine if the warrants are a liability or an equity instrument.

~~Lakewood~~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 COto the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants have been classified as equity.

~~March~~The 25next 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, ~~2021~~fair value equals the actual transaction value. The next step is to compute the fair in 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.

~~F-2~~The following variables were used to calculate the warrant value:

~~VETANOVA INC~~● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37%

~~FINANCIAL~~The ~~STATEMENTS~~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.

~~Condensed~~Accounting ~~Balance Sheets~~ for ~~the~~debt ~~Twelve~~to ~~Months~~equity ~~ending December 31, 2020 and December 31, 2019~~conversions

	As of December 31,
	2020			2019
ASSETS
Current Assets
Cash	$	-		$	-
Receivables - net		-			-
Prepaid expenses		13,734			734
Due from related party		65,179			-
Other current assets		-			-
Total Current Assets		78,913			734
Long Term Assets
Property, equipment and software, net		-			-
Other long term assets		-			-
Total Long Term Assets		-			-
TOTAL ASSETS	$	78,913		$	734
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	-		$	10,729
Accrued liabilities		11,925			-
Current portion of notes payable		-			-
Related party - VitaNova Partners LLC		-			6,514
Other current liabilities		-			-
Total Current Liabilities		11,925			17,243
Notes Payable, net of current portion		-			-
TOTAL LIABILITIES		11,925			17,243
Commitments & Contingencies (Notes 5, 6)
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 194,971,866 and 626,989 shares issued and outstanding on December 31, 2020 and December 31, 2019, respectfully		68,694			49,260
Additional paid-in capital		6,882,602			(49,260	)
Accumulated (deficit)		(6,884,308	)		(16,509	)
TOTAL STOCKHOLDERS’ EQUITY		66,988			(16,509	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	78,913		$	734

For the quarter ending December 31, 2021, the Company issued bridge notes that contains a convertible. These notes mature on June 30, 2022. On, or before, maturity date, the notes can be exchanged for one share of the Company’s stock at $0.05/share. During this offering period, VTNA stock was priced at between $0.05 to $0.15/share.

~~The~~In ~~accompanying~~order ~~notes~~ to ~~condensed~~simplify, ~~financial~~and ~~statements~~provide ~~are~~less anconfusion, ~~integral~~on ~~part~~accounting offor ~~these~~debt ~~statements~~with conversion options, FASB release ASU 2020-06 in August 2020.

FASU 2020-306 simplifies the accounting for convertible instruments. Therefore, the embedded conversion features no longer are separated from the debt with conversion features that are not required to be accounted for as derivatives under or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and therefor will be accounted for as a single equity instrument measured at its historical cost.

~~VETANOVA~~Note ~~INC~~3 – Payment due to related parties for land and structure purchases

~~FINANCIAL~~On ~~STATEMENTS~~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 6, 2021, and $657,895 in cash to be paid by December 31, 2022.

~~Condensed~~The ~~Statement~~issuance of ~~Operations~~the ~~for~~25,000,000 common shares is valued at the ~~Twelve~~Company’s ~~Months~~public ~~ending~~market ~~December~~traded ~~31,~~closing ~~2020~~price ~~and~~of ~~December~~$0.20/share 31on August 17, ~~2019~~2021, or $5,000,000.

	Twelve Months Ended
	December 31,
	2020			2019
Revenue	$	13,125		$	-
Direct cost of revenue		-			-
Gross Margin		13,125			-
Operating Expenses
General and administrative		296,644			4,515
Depreciation and amortization		-			-
Total Operating Expenses		296,644			4,515
Profit (Loss) from Operations		(283,519	)		(4,515	)
Other Income (Expense)
Warrant expense		(6,584,280	)		-
Other		-			-
Total Other Income (Expense)		(6,584,280	)		-
Net Profit (Loss) Before Taxes		(6,867,799	)		(4,515	)
Income Tax (Provision) Benefit		-			-
Net Profit (Loss)	$	(6,867,799	)	$	(4,515	)
(Loss) per Common Share - Basic	$	(0.34	)	$	(0.01	)
(Loss) per Common Share - Dilutive	$	(0.34	)	$	(0.01	)
Weighted Average Shares Outstanding:
Basic		19,955,846			626,989
Dilutive		19,955,846			626,989

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

The ~~accompanying~~issuance ~~notes~~of tothe ~~condensed~~25,000,000 ~~financial~~common ~~statements~~shares ~~are~~is anvalued ~~integral~~at ~~part~~the Company’s public market traded closing price of ~~these~~$0.155/share ~~statements~~on October 6, 2021, or $10,850,000.

~~F-4~~During the quarter ended December 31, 2021, the Company paid $448,925 to related parties for the acquisition of land in southern Colorado by offsetting amounts owed by the related parties to the Company.

~~VETANOVA INC~~F-10

~~FINANCIAL~~Note ~~STATEMENTS~~4 – Notes Payable

~~Condensed~~The ~~Statement~~following ofis ~~Cash~~a ~~Flows~~detail ~~for~~of the ~~Twelve~~bridge ~~Months~~notes ~~ending December 31, 2020 and December 31, 2019~~payable:

	Twelve Months Ended
	December 31,
	2020			2019
Cash Flows from Operating Activities:
Net Loss	$	(6,867,799	)	$	(4,515	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation & amortization		-			-
Warrant expense		6,584,280			-
Stock issued for services		15,924			-
Net change in operating assets and liabilities:
(Increase) in prepaid expenses		(13,000	)		-
Increase in related party payable		(59,768	)		2,515
(Decrease) Increase in accounts payable		(10,729	)		2,000
Net Cash Used in Operating Activities		(351,092	)		-
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Sale of units		351,092			-
Cash Flows from Financing Activities		351,092			-
Net Change in Cash & Cash Equivalents		-			-
Beginning Cash & Cash Equivalents		-			-
Ending Cash & Cash Equivalents	$	-		$	-

Schedule of Bridge Notes Payable

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

	December 31, 2021						December 31, 2020
Note	Principle Balance		Accrued Interest		Discount		Principle Balance		Interest rate			Security
Bridge Notes	$	235,000	$	1,584	$	15,708	$	-		6	%	Deeds of trust on certain property
Bridge Note - related party	$	100,000	$	1,291	$	5,481	$	-		6	%

Totals	$	335,000	$	2,874	$	21,189
Less: note discounts	$	21,189
Total current notes due	$	313,811

~~F-5~~For the quarter ending December 31, 2021, the Company issued bridge notes that contains a convertible. These notes mature on June 30, 2022. On, or before, maturity date, the notes can be exchanged for one share of the Company’s stock at $0.05/share. During this offering period, the Company’s stock was priced at between $0.05 to $0.15/share. There are no conversion contingencies. Only the holder of the bridge notes controls the conversion rights.

~~VETANOVA~~Note ~~INC~~5 – Equity Transactions

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

~~Condensed Statement~~● of115,961,484 ~~Changes~~shares into ~~Shareholders’~~outside ~~Equity~~investors; ~~for~~● ~~the~~22,500,000 ~~Twelve~~stock ~~Months~~issued ~~ending~~for ~~December~~services; 31● 95,000,000 ~~2020~~stock issued for land and ~~December~~structure 31purchases, ~~2019~~and ● 2,333,333 shares returned from a prior issuance to a consultant for services rendered.

	Common Stock				Additional
	Shares (000s)		Amount		Paid In Capital			Accumulated (Deficit)			Stockholders’ Equity
Balances, December 31, 2018		627	$	49,260	$	(49,260	)	$	(11,994	)	$	(11,994	)
2019 Activity:
Net (Loss)		-	$	-		-			(4,515	)	$	(4,515	)
Balances, December 31, 2019		627	$	49,260	$	(49,260	)	$	(16,509	)	$	(16,509	)
2020 Activity:
Net (Loss)		-	$	-		-			(6,867,799	)	$	(6,867,799	)
Private placement		35,109	$	3,511		347,581			-		$	351,093
Warrants issued		-	$	-		6,584,281			-		$	6,584,280
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	$	6,882,602		$	(6,884,308	)	$	66,988

During the year ended December 31, 2020 there were the following equity transactions:

~~The accompanying~~● ~~notes~~91,127,145 shares issued to ~~condensed~~the ~~financial~~Company’s ~~statements~~founders, ~~are~~officers anand ~~integral~~board ~~part~~members; of● ~~these~~12,495,700 ~~statements~~shares issued to the Company’s consultants; ● 55,612,837 shares issued to VitaNova Partners, LLC, and ● 35,109,231 shares issued to outside investors.

F-Note 6 – Income Taxes

~~VETANOVA~~On ~~INC~~December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. The impact of the Act had no material impact on the Company’s tax liability and deferrals.

~~Notes to Condensed Financial Statements~~F-11

~~For~~The Company record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of the ~~Years~~evaluation ~~ended~~of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, ~~2020~~2021, and 2020, we have not recorded any uncertain tax positions in our financial statements. The Company has not filed tax returns for the year ended December 31, 2021, December 31, 2019 and December 31, 2018. The Company has filed tax returns for the year ended December 31, 2020. Prior to January 31, 2018, there was no financial or taxable transactions since 2011, so the company does not anticipate any material penalties.

~~Note~~Book 1loss –reconciliation ~~Organization~~to ~~and~~estimated ~~Business~~taxable income is as follows:

~~VETANOVA~~Schedule ~~INC (“the Company) is in the business~~ of ~~building~~Loss ~~and~~Reconciliation ~~operating~~to ~~sustainable~~Estimated ~~photovoltaic~~Taxable ~~(“PV”) solar powered, state of the art, greenhouse facilities which grow high value greenhouse produce.~~Income

As its initial development project, the Company expects to purchase, develop and operate four adjoining parcels of approximately 39 acres each, totaling approximately 157 acres in rural Pueblo County, Colorado (“Pueblo Complex”). The Pueblo Complex is currently majority owned by VitaNova Partners, LLC (“VitaNova”). The Pueblo Complex has an existing greenhouse facility consisting of 90,000 sq ft of growing space and 15,000 sq ft of warehouse space, another partially built greenhouse and two parcels of vacant land.

	2021			2020
Book loss	$	(19,906,722	)	$	(297,519	)
Tax adjustments:
Loss on asset acquisitions		14,850,000			-
Estimate of taxable income	$	(5,056,722	)	$	(297,519	)

InThe ~~2020,~~Company ~~VitaNova~~will ~~began~~recognize ~~acquiring~~future ~~and~~accrued ~~now~~interest ~~owns~~and orpenalties ~~controls~~related ato ~~supermajority~~unrecognized oftax ~~the~~benefits ~~preferred or controlling equity interests of the four parcels~~ in ~~the~~income ~~Pueblo~~tax ~~Complex.~~expense ~~The~~if ~~Pueblo Complex was significantly underpowered with only 300KVA of electrical power and no natural gas available~~incurred. ~~The lack of power made the initial greenhouse facility unsuitable for its intended purpose. Since~~ ~~acquiring~~On ~~control~~December ~~VitaNova~~31, ~~has~~2021 ~~installed 1500KVA electrical service~~ and isDecember ~~retrofitting~~31, ~~the~~2020, ~~existing~~we ~~greenhouse~~had ~~with electrical~~no ~~environmental~~unrecognized ~~equipment~~tax ~~that~~benefits ~~can~~in beincome ~~solar~~tax ~~powered~~expense.

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

~~The~~Schedule Company recently completed a private placement and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 2-year warrants exercisable at $0.20 per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control entities of ~~the~~Components Company. The Company currently has no independent directors. Both VitaNova and the Company have a common board member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of ~~Directors~~Deferred ~~and~~Tax ~~Officers insurance.~~Asset

On July 5, 2018, Mr. McKowen purchased a control block of 440,000 common shares of the acquired shell and appointed himself as its sole board member and Chief Executive Officer. On July 17, 2020, Mr. McKowen transferred the control block to VitaNova and began restructuring the Company. The Company currently is a non-reporting publicly traded shell on OTC Market Pink Sheets, symbol VTNA. As part of the restructuring, the Company issued 55,612,837 common shares to VitaNova and 29,369,230 common shares to Mr. McKowen, which is proportional to Mr. McKowen’s ownership of VitaNova.

	2021			2020
Current deferred tax asset
Net operating loss carryforwards	$	(1,379,054	)	$	(83,664	)
Other adjustments:
None		-			-
Total cumulative deferred tax asset		(1,379,054	)		(83,664	)
Valuation allowance		1,379,054			83,664
Effective income tax asset	$	-		$	-

~~Mr.~~Income ~~McKowen~~tax ~~was~~provision ~~also~~is ~~issued~~summarized ~~58,738,460~~below ~~shares that are subject to repurchase by the Company for a price of $0.0001 per share, of which 29,369,230 shares will be released from repurchase if warrants issued~~ (in Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.thousands):

OnSchedule ~~February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, par value $0.0001 per share~~ of ~~the~~Income ~~Company,~~Tax pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. The Company believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a shell companyProvision

Note 2 – Summary of Significant Accounting Policies

	2021			2020
Income tax provision:
Current benefit (expense)
Federal	$	-		$	-
State		-			-
Total current		-			-
Deferred benefit (expense)
Federal		1,061,912			62,479
State		234,126			13,127
Total deferred		1,296,038			75,606
Less: Valuation allowance		(1,296,038	)		(75,606	)
Total	$	-		$	-

~~Basis~~For the years ended December 31, 2021 and December 31, 2020, the deferred tax asset of ~~Presentation~~$1,296,038 and $75,606, respectively, has a valuation allowance of $1,296,038 and $75,606, respectively, since management has determined the tax benefit cannot be reasonably assured of being used in the near future. The net operating loss carry forward, if not used, will begin to expire in 2045, and is severely restricted as per the Internal Revenue Code if there is a change in ownership.

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.F-12

~~Use~~Note of7 ~~Estimates~~– Related Party Transactions

~~The~~As ~~preparation~~ of ~~financial~~September ~~statements~~30, in2021 ~~conformity~~VitaNova ~~with~~Partners ~~generally~~owed ~~accepted accounting principles in~~ the ~~United~~Company ~~States requires management to make estimates and assumptions~~$480,578. ~~These~~During ~~estimates and assumptions affect~~ the ~~reported~~three ~~amounts~~months ofended ~~assets~~December ~~and liabilities~~31, ~~disclosure~~ of2021 ~~contingent~~this ~~assets~~was ~~and~~paid ~~liabilities~~in atfull as ~~the~~an ~~date~~offset ofto the ~~financial statements and the reported~~ amounts ofowed ~~revenues~~to ~~and expenses~~GrowCo ~~during~~Partners ~~the~~2, ~~reported~~LLC, ~~period.~~a ~~Actual~~related ~~results~~party, ~~could~~and ~~differ~~accrued ~~materially~~interest ~~from those estimates~~owed.

~~F-7~~On July 15, 2020, the Company and VitaNova 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 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.

~~Cash~~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 ~~equivalents~~to be paid by December 31, 2022.

~~For~~On ~~purposes~~November of8, ~~reporting cash flows~~2021, the Company ~~considers~~acquired ~~cash~~from ~~and~~a ~~cash~~related ~~equivalents~~party toapproximately ~~include~~39 ~~highly~~contiguous ~~liquid~~acres ~~investments~~located ~~with~~next ~~original maturities~~to ofthe 90118 ~~days~~acres orpurchased above ~~less.~~and ~~Those~~a ~~are~~greenhouse ~~readily convertible into cash~~ and ~~not~~warehouse, ~~subject~~for to70,000,000 ~~significant~~shares ~~risk~~of ~~from~~the ~~fluctuations~~Company’s ~~in interest~~common ~~rates.~~stock, ~~The~~which ~~recorded~~were ~~amounts~~issued ~~for~~on ~~cash~~October ~~equivalents~~6, ~~approximate~~2021, and ~~fair~~$1,842,105 ~~value~~in ~~due~~cash to ~~the~~be ~~short-term~~paid ~~nature~~by ofDecember ~~these~~31, ~~financial instruments~~2022.

During the ~~years~~year ended December 31, 2020 ~~and December 31~~, ~~2019~~there the Company did not maintain its own bank account. On July 17, 2020, VitaNova acquired a super majority of the Company, which at the time was a shell. At the time, the Company had no assets at, and its operating capital was provided by VitaNova pursuant to a Promissory Note dated August 17, 2020. On September 20, 2020, VitaNova commenced a private placement on behalf of the Company and raised $351,093 during the year ended December 31, 2020. The proceeds from the Company’s capital raise were ~~deposited into VitaNova’s bank account and recorded on~~ the ~~Company’s~~following ~~books as~~equity ~~“Due~~transactions ~~from~~involving ~~Related~~related ~~Party.” In 2021, the Company completed its private placement by raising an additional $205,036. Those proceeds were deposited into a Company bank account opened on February 23, 2021.~~parties:

Due from related party – VitaNova Partners, LLC

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

~~VitaNova~~During ~~owns approximately 28.75% of~~ the ~~Company.~~twelve ~~The~~months ~~Company~~ended ~~currently~~December ~~has~~31, ~~one~~2021 ~~director~~there ~~who~~were ~~is also~~ the ~~Company’s~~following ~~Chief~~equity ~~Executive Officer~~transactions asinvolving ~~well~~related ~~as the Chief Executive Officer and Secretary of VitaNova.~~parties:

During 2020, the Company’s funds were held as due the Company in a bank account owned by VitaNova. For the year ended December 31, 2020, VitaNova held $65,179 for the benefit of the Company. For the year ended December 31, 2019, the Company recorded a liability due to a related party, VitaNova, of $6,514 for expenses incurred by the Company but paid by VitaNova.

	●	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

~~Warrant~~Note ~~Expense~~9 - Subsequent Events

~~U.S.~~On ~~GAAP~~February ~~ASC~~8, ~~815~~2022 ~~requires a fair valuation of warrants issued. For~~ the ~~year~~Company ~~ended~~entered ~~December~~into ~~31,~~an ~~2020,~~agreement ~~the~~with ~~Company~~Dalmore ~~issued 35~~Group,~~109,231 warrants.~~ ~~Each~~LLC ~~warrant~~pursuant ~~gave~~to ~~the~~which ~~right~~Dalmore toGroup ~~purchase~~will ~~one~~act ofas the Company’s ~~common shares at $0.20. The warrants expire on September~~ ~~30,~~broker/ ~~2022~~dealer ~~and vested immediately upon issuance. Therefore, the full fair value~~ of ~~the~~record ~~warrants of $6,584,281 was recorded~~ in ~~the~~connection ~~year~~with ~~ended December 31, 2020. In order to calculate~~ the ~~warrant~~Company’s ~~value,~~future ~~the~~Regulation ~~following~~A+ ~~variables were used:~~Offering.

●No money ~~Annualized~~or ~~volatility~~other consideration is being solicited by means of ~~865%~~this ●report, ~~Expected~~and ~~life~~if insent, ~~years~~will ofnot 1be accepted.02 ●No ~~Discount~~offer ~~rate~~to –buy ~~bond~~the ~~equivalent~~Company’s securities ~~(US~~can ~~Treasury~~be ~~5-year~~accepted ~~coupon~~and ~~rate)~~no part of 0the purchase price can be received until the Company’s offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given by the Company after the qualification date.~~37%~~ A person’s indication of interest involves no obligation or commitment of any kind.

~~Income Taxes~~F-13

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.SIGNATURES

~~The~~Pursuant ~~Company recognizes deferred tax assets~~ to the ~~extent~~requirement ~~that~~of itSection ~~believes~~13 ~~that~~or ~~these~~15(d) ~~assets~~of ~~are more likely than not to be realized. In making such a determination,~~ the ~~Company~~Securities ~~considers~~Exchange ~~all~~Act ~~available positive and negative evidence, including future reversals~~ of ~~existing taxable temporary differences~~1934, ~~projected future taxable income, tax-planning strategies, and results of recent operations. If~~ the ~~Company~~registrant ~~determines~~has ~~that~~duly itcaused ~~would~~this bereport ~~able~~ to ~~realize~~be ~~our deferred tax assets in the future in excess of their net recorded~~signed ~~amount,~~on itits ~~would~~behalf ~~make~~by ~~an adjustment to~~ the ~~deferred tax asset valuation allowance~~undersigned, ~~which~~thereunto ~~would~~duly ~~reduce the provision for income taxes~~authorized.

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 the 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.

March 29, 2022

	vetanova, INC.

	By:	/s/ John McKowen
		John McKowen, Principal Executive, Financial and Accounting Officer

~~The~~Pursuant ~~Company recognizes interest and penalties related~~ to ~~unrecognized tax benefits on~~ the ~~income~~requirements ~~tax~~of ~~expense line in~~ the ~~accompanying consolidated~~Securities ~~statement~~Exchange ofAct ~~operations. As~~ of ~~December 31~~1934, ~~2020,~~this ~~and~~report ~~December~~has ~~31,~~been ~~2019,~~signed nobelow ~~accrued~~by ~~interest~~the orfollowing ~~penalties~~persons ~~are included~~ on ~~the~~behalf ~~related~~of ~~tax~~the registrant ~~liability~~and ~~line~~ in the ~~balance~~capacities ~~sheet~~ and noon ~~deferred~~the ~~tax~~dates ~~asset is recognized~~indicated.

F-8

/s/ John McKowen		Principal Executive, Financial and		March 29, 2022
John McKowen		Accounting Officer and a Director

~~Net Income (Loss) per Share~~15

Basic net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to 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.

As of December 31, 2020, there were no dilutive effect from the warrants issued since it would be anti-dilutive. As of December 31, 2019, there were no warrants or options outstanding.

Note 3 – Equity Transactions

The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001. The total issued common stock as of December 31, 2020 and December 31, 2019 was 194,971,866 and 626,789 shares, respectfully.

During the year ended December 31, 2020 there were the following equity transactions:

● 91,127,145 shares issued to the Company’s founders, officers and board members; ● 12,495,700 shares issued to the Company’s consultants; ● 55,612,837 shares issued to VitaNova Partners, LLC, and ● 35,109,231 shares issued to outside investors.

During the year ended December 31, 2019 there was no equity transactions.

Note 4 – Income Taxes

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. The impact of the Act had no material impact on the Company’s tax liability and deferrals.

We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2019, and 2018 we have not recorded any uncertain tax positions in our financial statements. The Company has not filed tax returns for the years ended December 31, 2020, December 31, 2019 and December 31, 2018. Prior to January 31, 2018, there was no financial or taxable transactions since 2011, so the company does not anticipate any material penalties.

Book loss reconciliation to estimated taxable income is as follows:

	2020			2019
Book loss	$	(6,867,799	)	$	(4,515	)
Tax adjustments:
Warrant expense		6,584,281			-
Estimate of taxable income	$	(283,518	)	$	(4,515	)

The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2020 and December 31, 2019, we had no unrecognized tax benefits in income tax expense.

The components of the deferred tax asset are as follows:

	2020			2019
Current deferred tax asset
Net operating loss carryforwards	$	(80,076	)	$	(16,509	)
Other adjustments:
None		-			-
Total cumulative deferred tax asset		(80,076	)		(16,509	)
Valuation allowance		80,076			16,509
Effective income tax asset	$	-		$	-

F-9

Income tax provision is summarized below (in thousands):

	2020			2019
Income tax provision:
Current benefit (expense)
Federal	$	-		$	-
State		-			-
Total current		-			-
Deferred benefit (expense)
Federal		59,539			3,467
State		13,127			825
Total deferred		72,666			4,292
Less: Valuation allowance		(72,666	)		(4,292	)
Total	$	-		$	-

Effective and stated tax rate:
Federal	21.00	%
State	4.63	%
Total	25.63	%

Cumulative Net Operating Loss Carryforward:
2018	$	3,118
2019		4,292
2020		72,666
	$	80,076

For the years ended December 31, 2020 and December 31, 2019, the deferred tax asset of $80,076 and $16,509, respectively, has a valuation allowance of $80,076 and $16,509, respectively, since management has determined the tax benefit cannot be reasonably assured of being used in the near future. The net operating loss carryforward, if not used, will begin to expire in 2045, and is severely restricted as per the Internal Revenue Code if there is a change in ownership.

Note 5 – Commitments and Contingencies

The Company has no commitments or contingencies.

Note 6 – Related Party Transactions

VitaNova Partners, which owns approximately 28.75% of VETANOVA, is providing management, including financial oversight, of VETANOVA. As of December 31, 2020 VitaNova Partners owes the Company $65,179 and as of December 31, 2019, VitaNova Partners had advanced $6,514 to the Company.

On July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services until the current private placement offering is completed and the shareholders of the Company can properly elect an independent board of directors and appoint Company officers. VitaNova is paid $456,000 annually for its management services. Payments are made in 12 monthly installments of $38,000. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

During the year ended December 31, 2020 there were the following equity transactions involving related parties:

	●	100,622,845 shares issued to the Company’s founders, officers and board members, and
	●	55,612,837 shares issued to VitaNova Partners, LLC.

Note 7 – Subsequent Events

On February 5, 2021, Ms. Louise Lowe resigned as a member of the Company’s board. She had no disagreements with management.

On March 12, 2021, the Company received an additional $205,000 and issued 20,503,600 shares of the Company’s stock and 20,503,600 warrants, with each warrant to purchase one share of the Company’s stock at $0.20/share. The warrants expire on September 30, 2022.

F-10

Filing Compare · VetaNova Inc.