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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~☒ Annual Report Pursuant to Section 13 or 15(d) of the ~~Fiscal~~Securities ~~Year~~Exchange ~~Ended~~Act ~~December~~of ~~31, 2020~~1934

☐For ~~TRANSITION REPORT~~the ~~PURSUANT~~fiscal TOyear ~~SECTION~~ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2021

~~Commission file number: 000-55735~~or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________________ to __________________

Commission File Number: 000-56015

VERONI BRANDS CORP.

(Exact name of registrant as specified in its charter)

Delaware		81-4664596
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

2275 Half Day Rd. Suite 346,Bannockburn, IL		60015
(Address of principal executive offices)		(Zip Code)

2275 Half Day Rd., Suite 346

~~Registrant’s telephone number~~Bannockburn, ~~including~~IL ~~area code: (888)794-2999~~60015

~~Securities registered pursuant to Section 12~~(b)Address of ~~the~~principal ~~Act:~~executive ~~None~~offices)

~~Title of each class Trading symbol~~(s888) ~~Name of each exchange on which registered~~794-2999

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the Act. Yes ☐ No ☒

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

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

~~Yes~~Indicate by check mark if disclosure ☒of Nodelinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

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

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) ☐by Nothe registered public accounting firm that prepared or issued its ☒audit report. ☐

~~State the~~Indicate ~~aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark ~~by reference to the price at which~~whether the ~~common~~registrant ~~equity~~is ~~was~~a ~~last~~shell ~~sold,~~company ~~or the average bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most~~Exchange ~~recently~~Act). ~~completed~~Yes ☐ ~~second fiscal quarter: $-0- as of June 30, 2020~~No ☒.

~~Indicate the~~The ~~number~~aggregate ofmarket value ~~shares outstanding~~ of ~~each of~~ the ~~registrant’s~~voting ~~classes~~and ofnon-voting common ~~stock,~~equity asheld by non-affiliates of the ~~latest~~registrant ~~practicable~~on ~~date:~~June 2730,~~112~~ 2021,~~028 shares~~ asbased on a closing price of ~~October~~$1.75 5,was ~~2021~~$3,891,351.

~~SPECIAL~~As of April 13, 2022, ~~NOTE~~there ~~REGARDING~~were ~~FORWARD-LOOKING~~28,282,028 ~~STATEMENTS~~shares of the registrant’s common stock issued and outstanding.

~~This report~~Documents ~~contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking~~Incorporated statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure a reader that the forward-looking statements set out in this report will prove to be accurate. The Company’s business can be affected by, without limitation, such things as natural disasters, economic trends, international strife or upheavals, consumer demand patterns, labor relations, existing and new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results.Reference

~~VERONI BRANDS CORP.~~N/A

~~ANNUAL REPORT~~TABLE ONOF CONTENTS

FORM 10-K

	PART I

ITEM 1.	BUSINESS.	3

ITEM 1A.	RISK FACTORS.	8

ITEM 1B.	UNRESOLVED STAFF COMMENTS.	8

ITEM 2.	PROPERTIES.	8

ITEM 3.	LEGAL PROCEEDINGS.	8

ITEM 4.	MINE SAFETY DISCLOSURES	8

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	9

ITEM 6.	RESERVED	9

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	9

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	12

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	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 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	13

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	14

ITEM 11.	EXECUTIVE COMPENSATION.	16

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	17

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE.	19

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	19

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	20

FOR THE YEAR ENDED

DECEMBER 31, 2020

INDEX

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accounting Fees and Services	20
PART IV
Item 15.	Exhibits, Financial Statement Schedules	21
Item 16	Form 10-K Summary	21
SIGNATURES		22

Introductory Comments

Throughout this Annual Report on Form 10-K, the terms “we,” “us,” “our,” “the Company,” “our Company,” “Veroni Brands” and “VONI,” refer to Veroni Brands Corp., a Delaware corporation.

PART I

~~Item~~FORWARD-LOOKING ~~1. Business.~~STATEMENTS

~~Corporate~~This Annual Report on Form ~~History~~10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and ~~General~~Section ~~Information~~21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements.

~~Veroni~~These forward-looking statements ~~Brands~~are ~~Corp.~~only ~~(“Veroni”~~predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or ~~the~~achievements ~~“Company”)~~to ~~was~~be ~~incorporated~~materially asdifferent ~~“Echo~~from ~~Sound~~any ~~Acquisition~~future ~~Corporation”~~results, levels of activity, performance or achievements, onexpressed ~~December~~or 7implied, ~~2016~~by ~~under~~such ~~the~~forward-looking ~~laws~~statements. Also, these forward-looking statements represent our estimates and assumptions only as of the ~~State~~date of ~~Delaware~~this Annual Report on Form 10-K. InExcept ~~September~~as ~~2017~~otherwise required by law, ~~the~~we ~~Company~~expressly ~~implemented~~disclaim aany obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K to reflect any change in our expectations or any change in events, conditions or circumstances on which any of ~~control~~our byforward-looking ~~issuing~~statements ~~shares~~are based. Factors that could cause or contribute to ~~new~~differences ~~stockholders~~in our future financial and other results include those discussed in the risk factors set forth in Part I, ~~redeeming~~Item ~~shares~~1A of ~~existing~~this ~~stockholders,~~Annual ~~electing~~Report aon ~~new~~Form ~~officer~~10-K ~~and~~as ~~director~~well ~~and~~as ~~accepting~~those ~~the~~discussed ~~resignations~~elsewhere in this Annual Report on Form 10-K. We qualify all of ~~its~~our ~~then~~forward-looking ~~existing~~statements ~~officers~~by ~~and~~these ~~directors~~cautionary statements.

~~In connection~~ITEM with the change in control, the stockholders of the Company and its board of directors unanimously approved the change of the Company’s name from Echo Sound Acquisition Corporation to European CPG Acquisition Corporation1. ~~In November 2017, the stockholders of the Company and its board of directors unanimously approved the change of the Company’s name to Veroni Brands Corp~~BUSINESS.

The Company is located at 2275 Half Day Road, Suite 346, Bannockburn, Illinois 60015. The Company’s main phone number is 888-794-2999. The Company’s fiscal year end is December 31. Neither the Company nor its predecessors have filed for bankruptcy, receivership or any similar proceedings nor are in the process of filing for bankruptcy, receivership or any similar proceedings.Overview

~~Summary~~Veroni Brands Corp. (“Veroni” or the “Company”) was incorporated as “Echo Sound Acquisition Corporation” on December 7, 2016, under the laws of the State of Delaware. In September 2017, the Company implemented a change of control by issuing shares to new stockholders, redeeming shares of existing stockholders, electing a new officer and director and accepting the resignations of its then existing officers and directors.

~~The Company~~In isconnection anwith ~~importer,~~the ~~seller~~change ~~and distributor of premium chocolate and snack products produced~~ in ~~Europe~~control, ~~engaging~~the ~~with both domestic~~stockholders ~~and~~of ~~international~~the ~~well-known~~Company ~~retailers~~and soits ~~that~~board ~~its~~of ~~products~~directors ~~are~~unanimously ~~sold~~approved inthe ~~thousands~~change of ~~stores in~~ the ~~United~~Company’s ~~States.~~name ~~Veroni~~from isEcho ~~also~~Sound aAcquisition ~~supplier~~Corporation ofto ~~confectionery~~European ~~products~~CPG ~~for~~Acquisition ~~major U~~Corporation.S. ~~retailers~~In ~~under~~November ~~private~~2017, ~~label~~the ~~brands.~~stockholders ~~Since~~of ~~adopting its current business plan in late 2017,~~ the Company ~~has been able to obtain~~ and ~~grow a distribution network, as well as contract with reliable suppliers. Veroni prides itself on~~ its ~~extensive~~board ~~market~~of ~~research~~directors ~~with~~unanimously ~~premium products, superior customer service, steady relationships with suppliers and retailers,~~approved ~~and~~the ~~its~~change ~~success~~of inthe ~~developing~~Company’s ~~private~~name ~~label~~to ~~collaborations~~Veroni ~~and~~Brands ~~co-branded chocolate products~~Corp.

The Company ~~handles~~is ~~the~~located ~~product~~at ~~design~~2275 ~~and~~Half ~~development~~Day ~~phases~~Road, ~~in-house~~Suite 346, ~~while~~Bannockburn, ~~manufacturing~~Illinois is60015. ~~outsourced~~The inCompany’s ~~Europe,~~main ~~with~~phone ~~the~~number ~~whole~~is ~~cycle being~~888-794-2999. ~~strictly~~The ~~supervised~~Company’s byfiscal year end is December 31. Neither the Company innor ~~order~~its topredecessors ~~guarantee~~have filed for bankruptcy, receivership or any similar proceedings nor are in the ~~highest~~process of ~~quality~~filing ~~products~~for bankruptcy, receivership or any similar proceedings.

~~The business~~Our of the Company in 2018 focused on the import, sales and distribution of premium beverage products, primarily produced in Europe. Within this strategy, Veroni secured a long-term exclusive import and distribution agreement with a major European supplier, FoodCare Sp. z o,o., a company organized under the laws of Poland (“FoodCare”). Under that agreement, FoodCare made Veroni the sole and exclusive importer and distributor of Iron Energy in the U.S., an energy drink sponsored by celebrity boxer Mike Tyson, with access to numerous other beverage brands through this partnership. From the summer of 2018 to the end of 2019, the Company introduced the Iron Energy beverage to various retailers and distributors nationwide and worked with many retailers and distributors to bring the product to market. In 2020, Veroni decided to exit the highly competitive energy drink market and focus on its chocolate and confectionery products due to the lack of marketing support of Iron Energy by the supplier.Business

~~In January~~The ~~2019,~~Company ~~the~~operates ~~Company~~in ~~expanded~~the ~~its~~consumer ~~product~~packaged ~~offerings~~goods industry and ~~established~~it ais ~~relationship~~focused ~~with~~on ~~another~~the ~~manufacturer~~import, ~~Millano~~sale ~~Group,~~and ~~to import~~distribution of premium chocolate and snack products, asproduced ~~well~~in Europe. The Company also serves as ~~snacks,~~a ~~for~~supplier ~~distribution~~of toconfectionery products for major U.S. retailers ~~throughout~~under ~~the~~private ~~United~~label ~~States~~brands. The Company ~~became~~has ~~the~~established itself as a vendor of record ~~and~~with ~~successfully~~national ~~delivered~~retail ~~these~~chains ~~products~~across tothe ~~several~~United States and other well-known ~~national and~~ international retailers. ~~Veroni’s~~allowing ~~current marketing strategy for~~ its ~~chocolate~~products ~~segment~~to ~~centers~~be onsold ~~supplying~~in ~~customers~~thousands ~~premium~~of ~~European~~stores ~~chocolate products,~~ in ~~both~~the ~~private label~~United ~~and various branded products~~States.

~~In February~~Our ~~2019,~~goal ~~the~~is ~~Company~~to ~~engaged~~develop ~~Tyler~~multiple ~~Distribution~~brands ~~Center,~~of ~~Inc.~~consumer packaged goods and ~~Continental~~become ~~Logistics,~~one ~~two operating companies~~ of ~~Port~~the ~~Jersey Logistics,~~leading tosuppliers ~~better~~and ~~serve~~distributors ~~its~~in ~~customers throughout~~ the United States. ~~Management~~of ~~believes~~premium ~~that~~chocolate, ~~this~~snacks ~~partnership~~and ~~will~~beverage products ~~give~~from ~~the~~Europe. ~~Company a~~Our ~~tremendous~~wide ~~opportunity~~range toof ~~support~~premium ~~its growth~~chocolate, assnacks itand ~~will~~beverage beitems ~~able~~allowed us to ~~store~~establish ~~and~~strong ~~ship~~relationships ~~products~~with national ~~and~~retail ~~fulfill~~chains ~~its~~across ~~purchase~~the ~~orders~~United ~~received from~~States ~~its~~and ~~customers~~international retailers.

3The Company is also seeking opportunities to merge with emerging brand companies that established themselves and their respective brand portfolio of items and are in need to access our national distribution network. We believe that a potential merger would give Veroni much bigger presence within national retailers in the United States and add variety of other products that Veroni can sell to its retailers and wholesalers in the consumer package goods space.

~~The Company~~Our ~~has~~Market also established relationships with other European manufacturers that can provide a wide range of “panned” products, meaning those that are coated with a sugar syrup, chocolate, or both, such as nuts, raisins, pretzels, and ~~fruit, as well as healthy snack items, and specialty confection goods.~~Industry

~~In June~~Veroni’s ~~2021,~~primary ~~the~~markets ~~Company~~include ~~engaged~~dollar ~~Roadtex~~stores, multi-outlets, ~~Transportation~~grocery ~~Corporation~~stores, ~~with~~convenience 31stores, ~~facilities~~distributors, ~~nationwide~~and ~~that~~retailers ~~handles~~across ~~less~~the ~~than~~U.S., ~~truckload~~with ~~(LTL) logistics~~dollar tostores ~~better~~accounting ~~serve~~for ~~its~~approximately 50% ~~customers~~of ~~throughout~~sales. ~~the~~As ~~United~~between ~~States.~~sales ~~Management~~of ~~believes~~branded ~~that~~items ~~this~~versus ~~partnership~~private ~~will~~label ~~give~~products, ~~the~~private ~~Company a~~label ~~tremendous~~currently ~~opportunity~~accounts tofor ~~support~~approximately ~~its~~60% of ~~growth,~~sales. asDuring itthe ~~will~~year beended ~~able~~December to31, ~~store~~2021, ~~and~~the ~~ship~~Company ~~products~~had ~~and~~two ~~fulfill~~customers ~~its~~whose ~~purchase~~sales ~~orders~~accounted ~~received from~~for ~~its~~approximately ~~customers~~72% of revenue.

~~Growth Strategy~~3

~~The~~Confectionery ~~Company~~Market ~~plans~~Overview. According to ~~implement~~IBISWorld, athe ~~multi-layered~~revenue ~~growth~~of ~~strategy,~~the ~~focusing~~U.S. onconfectionery ~~product~~wholesaling ~~enhancement~~market ~~and~~size ~~operational~~for ~~expansion.~~2022 ~~Veroni~~is ~~proposes~~$53.6 tobillion, ~~enhance~~and ~~its~~annual ~~product~~revenue ~~offering~~growth byfor ~~partnering~~the ~~with~~past ~~reputable~~five ~~suppliers~~years was around -0.1%. ItRevenue ~~also~~is ~~plans~~forecast to ~~scale~~grow at an annualized rate of 1.1% over the ~~import~~next four years to 202. The major segments purchasing confectionery products include wholesalers, ~~sale~~grocery stores and markets, mass merchandisers and ~~distribution~~convenience ~~of premium~~stores. ~~European~~The ~~chocolate~~next ~~and~~five ~~confectionery~~years ~~items~~are expected to ~~operate~~maintain ~~efficiently~~a ~~within~~positive ~~key~~outlook for the U.S. ~~markets~~confectionery industry. ~~The~~Continued ~~strategy~~economic ~~focuses~~recovery will further boost consumer spending on: confectionery and snacks, especially on gourmet, premium dark chocolate and gummy candy products.

●Chocolate Market ~~Widening the product portfolio by introducing a healthy snack segment comprised of items such as fruit and nut bars, and protein and grain bars~~Overview. ~~These~~According ~~products~~to ~~will have no GMOs~~Statista, ~~zero~~chocolate ~~trans-fat, no artificial colors or flavors,~~ and ~~will~~confectionery beconsumption ~~Halal~~in ~~and~~the ~~Kosher certified~~U.S. ~~The Company~~ is ~~approved~~expected ~~and licensed by Rainforest Alliance~~ to ~~sell~~continue its upward ~~chocolate~~trend ~~products~~(from ~~nationwide to its customers~~$139.9 ●billion ~~Expanding~~in ~~distribution~~2019 by developing further relationships with national distributors and retailers. The Company has established partnerships with Roadtex Transportation Corporation with 31 facilities nationwide and WCS Distribution to ~~service its customer distribution centers in the Western United States~~$165.2 ●billion ~~Attracting new customers~~ by ~~growing its network of retailers to drive direct sales. The Company plans to adopt and integrate technologies~~2023), ~~specifically~~supported ~~e-commerce~~by ~~and~~population ~~direct~~growth ~~to consumer platforms, to facilitate customer acquisition, customer retention,~~ and ~~sales~~rising ~~growth~~purchasing power. ~~Also,~~Consumers are ~~Veroni~~becoming ~~plans~~more toaware ~~continue~~of tothe ~~use~~health ~~its~~effects ~~business~~associated ~~development and sales professionals, as well as contract~~ with ~~third~~consuming ~~party~~excessive ~~brokers,~~sugar ~~to attract new customers, increase product sales,~~ and ~~spur growth~~fat. ~~Veroni~~As ~~partnered with CA Fortune,~~ a ~~consumer~~response ~~brands agency,~~ to ~~design,~~changing build, and sell branded products that Veroni plans to introduce to its customers nationally. ● Maintaining existing customers by offering products that expand and complement its traditional product line. Veroni plans to introduce fresh and innovative food items to address changes in consumers’ tastes and preferences, ~~as well as grow revenues on a per customer basis. Also~~ low-calorie, ~~the~~reduced ~~Company~~sugar ~~plans to retain existing customers by ensuring that product quality continues to satisfy customer expectations. ● Scaling through mergers~~ and ~~acquisitions,~~more ~~particularly~~nutritious ~~vertical~~types ~~integration~~of tochocolate ~~improve~~are ~~operating~~becoming ~~profit~~more ~~and margins~~popular. ~~If distribution channels can be consolidated~~Premium, ~~operations~~dark ~~can be streamlined~~ and ~~cost~~organic ~~inefficiencies~~chocolates ~~can~~are key beproducts ~~reduced~~benefitting tofrom ~~achieve~~this ~~economies of scale~~trend. ~~Also, a horizontal integration strategy would allow the Company to progressively consolidate the perishable and non-perishable goods within its national market.~~

~~Products~~The chocolate production industry is moderately concentrated with the top four players (Hershey, Mars, Ferrero and Lindt) accounting for 60.6% of market share in 2019, according to IBIS World. The industry has consolidated over the past five years through acquisitions. In the past five years, industry producers have experienced stable competition from foreign chocolate producers. Although brand recognition is important in this industry, as many brands have been in the market for decades, producers of chocolate compete based on the quality of their products, as determined by taste, quality of ingredients and more recently, nutritional value.

~~The~~Within ~~Company’s~~the ~~product~~food ~~mix~~industry, the global health and wellness sector is ~~comprised~~witnessing ofa “healthy” boom that shapes the ~~following:~~ever-growing market as never before. Increasingly, consumers are developing food sensitivities and adopting healthier and more active lifestyles, leading them to seek healthier nutritional alternatives and consume fresh and organic food.

~~CHOCOLATE SNACKS Bars Muesli Bites Nuts Truffles Oatmeal Sticks Cereal bars Candies Dry fruits Cups Pretzels Gummies Cookies~~Growth Strategy

~~For~~The ~~2020~~Company plans to implement a multi-layered growth strategy, focusing on product enhancement and operational expansion. Veroni proposes to enhance its product offering by partnering with reputable suppliers. It also plans to scale the import, sale, and distribution of premium European chocolate ~~products~~and ~~accounted~~confectionery ~~for~~items ~~approximately~~to ~~98%~~operate ofefficiently ~~the~~within ~~revenues~~key U.S. markets. The strategy focuses on:

4● Widening our product portfolio. We plan to on introducing a healthy snack segment comprised of items such as fruit and nut bars, and protein and grain bars. These products will have no GMOs, zero trans-fat, no artificial colors or flavors, and will be Halal and Kosher certified.

~~Chocolate Products.~~● ~~Veroni~~Expanding ~~currently~~our ~~distributes~~Distribution ~~its~~Capabilities. ~~chocolate~~We ~~products~~intend ~~under~~to ~~the~~enhance ~~Sweet~~our ~~Desire~~distribution ~~and~~capabilities ~~Baron~~by ~~Chocolatier~~esablishing ~~brands,~~relationships aswith ~~well~~national ~~as private~~distributors ~~label chocolate bars, cups~~ and ~~5bites~~retailers. ~~The~~See ~~Company’s~~below ~~chocolate~~– ~~products~~Manufacturing ~~are GMO free~~ and ~~Kosher and Halal certified, and contain all natural ingredients with zero trans-fat, no artificial flavors or colors~~Distribution. ~~The Company believes that its key competitive advantage is that it can provide premium chocolate products at mainstream prices.~~

~~Veroni plans~~● toGrowing ~~gradually~~our ~~increase~~Client ~~chocolate~~Base. ~~sales~~We hope to attract new customers by ~~offering~~growing ~~products~~our ~~made~~network ~~with~~of ~~all~~retailers ~~natural~~to ~~ingredients~~increase ~~priced~~direct atsales. aThe ~~slight~~Company ~~discount~~also intends to ~~premium brand~~continue ~~chocolates~~to ~~offered~~use byits ~~competitors~~business ~~such~~development asand ~~Godiva~~sales professionals, ~~Russell~~as ~~Stover,~~well ~~Lindt,~~as ~~and~~contract ~~Ghirardelli.~~with Itthird ~~also~~party ~~plans~~brokers, to ~~incrementally~~attract ~~grow~~new ~~chocolate sales~~customers, byand ~~cross-merchandising~~increase ~~chocolate~~product ~~products~~sales. ~~with~~See ~~its~~also ~~retail~~E-commerce ~~partners’~~and ~~wine~~DTC ~~products~~below.

~~Certifications. The~~● ~~Company’s~~Seeking ~~distributed~~Strategic ~~products~~Mergers ~~are~~and ~~certified~~Acquisitions. ~~according~~Scaling tothrough ~~the~~mergers ~~ISO~~and ~~22000 standards~~acquisitions, ~~and~~particularly ~~are~~vertical inintegration, ~~line~~to ~~with~~improve ~~BRC~~operating profit and ~~IFS food safety requirements~~margins. ~~ISO~~If ~~22000~~distribution ischannels acan ~~food~~be ~~safety~~consolidated, ~~management~~operations ~~system that~~ can be ~~applied~~streamlined, toand ~~any~~cost ~~organization~~inefficiencies incan ~~the~~be ~~food~~reduced ~~chain.~~to ~~IFS is~~achieve aeconomies ~~Global Food Safety Initiative recognized standard for certifying the safety and quality~~ of ~~food products and production processes~~scale. ~~The~~ ~~BRC~~Also, ~~Global~~a ~~Standard~~horizontal ~~for~~integration ~~Food~~strategy ~~Safety~~would ~~began~~allow in the ~~U.K.~~Company to ~~help~~progressively ~~the~~consolidate ~~food industry meet legislative requirements of~~ the ~~European~~perishable ~~Union General~~and ~~Product~~non-perishable ~~Safety~~goods ~~Directive~~within ~~and~~its ~~the~~national Umarket.~~K. Food Safety Act.~~

~~Suppliers~~● Increase retail locations. We intend to increase sales by expanding the number of retail stores that sell our products in the mainstream grocery and mass merchandiser channels.

~~On January~~● ~~30,~~Expand ~~2018,~~food ~~the~~brokerage ~~Company~~network. ~~entered~~We ~~into~~currently awork ~~distribution agreement~~ with ~~FoodCare.~~retail ~~Under~~food ~~the~~brokers ~~terms~~nationwide ~~of the Distribution Agreement, the Company became the exclusive importer~~ and ~~distributor~~intend of FoodCare’s products in the United States, Puerto Rico and the U.S. Virgin Islands (the “U.S. market”). The term of the Distribution Agreement was for a period of 10 years during which Veroni was to ~~have~~add ~~the~~additional ~~exclusive~~food ~~right~~brokers to ~~distribute~~increase ~~FoodCare~~our ~~products~~geographical ~~within~~coverage ~~the U.S. market, so long as Veroni purchased the required quantity of product from FoodCare. The Distribution Agreement was terminable upon (1) mutual consent of the parties, (2) by either party~~ in ~~writing without justification, if an issue was not amicably resolved in 30 days of such issue, by providing 180 days’ notice (in which case~~ the ~~Company~~United ~~would lose its exclusivity rights), or (3) immediately in the event of notice of an uncured breach in the terms of the Distribution Agreement~~States. FoodCare is a manufacturer and supplier of desserts, cereals, energy drinks and other beverage products. Notably, FoodCare manufactures the “Iron Energy” drink, a product sponsored by celebrity and former boxer Mike Tyson. Other brands are N-Gine, 4Move, Frugo, Gellwe, and Fitella. Veroni failed to meet the minimum purchase requirements under the agreement, due in part to FoodCare’s failure to provide promised marketing support. The Company terminated the agreement and relationship with FoodCare due to the lack of its ability to support Veroni’s brand marketing initiatives.

In January 2019, the Company established a relationship with another manufacturer, Millano Group, a related party (controlled by the father of a major shareholder), to import various snacks and chocolate products for distribution to major retailers throughout the United States. For the fiscal year ended December 31, 2020, Millano supplied all of the Company’s product purchases.4

~~Operations~~● Adding new products. Our market research and consumer testing enable us to identify attractive new product opportunities. We intend to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.

~~Veroni begins~~● ~~its~~E-commerce ~~product~~and ~~development~~DTC. ~~process~~The byCompany ~~generating~~is ~~new~~also ~~ideas~~looking ~~for~~to ~~products.~~expand ~~Product~~its ~~and~~product ~~packaging~~offering ~~samples~~via ~~are~~e-commerce ~~then~~and ~~commissioned~~DTC (direct to ~~the suppliers~~consumers) ~~for~~by ~~testing~~developing ~~and~~its ~~quality~~e-commerce ~~assurance.~~platform ~~When~~as awell ~~product~~as ~~design~~selling ~~is finalized~~ and amarketing ~~price~~its isproducts ~~confirmed~~on ~~with~~at ~~suppliers~~Amazon, Walmart and ~~manufacturers~~Kroger, a ~~purchase~~and ~~order~~by iscreating ~~placed.~~a ~~Products~~subscription ~~are~~model ~~manufactured through suppliers in Europe~~ that ~~procure~~will ~~their~~allow ~~own~~its ~~raw~~customers ~~materials~~to ~~for~~receive ~~finished and packaged products. Typically,~~ the ~~manufacturing~~product ~~process~~directly ~~takes 4~~ to 6their ~~weeks.~~homes ~~After~~on ~~manufacturing is completed,~~ the ~~Company~~monthly ~~organizes shipment and/~~or ~~storage,~~weekly ~~depending~~basis ~~on agreements with retailers~~ and ~~third-party~~participate ~~distributors.~~in ~~On average,~~ the ~~lead~~Company’ ~~time~~company ~~from~~loyalty ~~order~~program ~~processing~~ (to ~~product~~be ~~delivery~~launched ison ~~approximately~~Q4 13of ~~weeks~~Fiscal year 2022).

~~As of the date of this report, the current COVID-19 crisis has resulted in the Company experiencing longer lead times in obtaining product from its manufacturers and shipping to its customers.~~Marketing

5Veroni’s current marketing strategy for its chocolate segment centers on supplying customers premium European chocolate products, in both private label and various branded products. We plan to increase our marketing efforts and awareness of our products via:

AtEnhanced ~~December~~Marketing 31Initiatives. We are planning to increase our social media activity with Facebook, ~~2020~~Twitter, ~~Veroni~~Pinterest, ~~has~~and ~~six employees~~YouTube. ~~The~~We ~~Company’s~~are also ~~corporate~~planning ~~office~~to isengage ~~located~~with inconsumers ~~Bannockburn~~through newsletter mailings, ~~Illinois~~blogs, and itspecial ~~has~~projects, ~~arrangements~~including a contests and giveaways. ~~with~~Targeted ~~Port~~consumer ~~Jersey~~merchandising ~~Logistics~~activity, aincluding ~~third-party~~virtual ~~logistics~~couponing, ~~company~~on-pack ~~that~~couponing, ~~provides~~mail-in ~~warehousing~~rebates, ~~fulfillment~~product demonstrations, and co-op ~~transportation~~retail ~~services,~~advertising will continue into the future in order to increase sales and ~~WCS Distribution~~generate new customers.

~~Key Markets~~● Increase Media Exposure. Increase the visibility of Veroni Brands products in the media and ~~Market~~partner ~~Overview~~up with influencers as a product spokesman.

~~Veroni’s primary~~● ~~markets~~“Club ~~include dollar stores, multi-outlets, grocery stores, convenience stores, distributors, and retailers across the U~~Stores”.~~S., with~~ ~~dollar~~The stores accounting for approximately 50% of sales. As between sales of branded items versus private label products, private label currently accounts for approximately 60% of sales. During the year ended December 31, 2020, the Company ~~had~~is ~~two~~aggressively ~~customers~~pursuing ~~whose~~ sales ~~accounted~~to ~~for~~“Club ~~approximately 77% of revenue~~Stores”. As of December 31, 2020, the Company had three customers that comprised approximately 78% or $631,575 of its combined accounts receivables and contract receivables with recourse. As of December 31, 2019, the Company had one customer who comprised approximately 91% or $1,527,976 of its combined accounts receivables and contract receivables with recourse.

Confectionery Market Overview. According to IBISWorld, the revenue of the U.S. confectionery market for 2018 was $51.9 billion, and annual revenue growth for the past five years was around 0.7%. Revenue is forecast to grow at an annualized rate of 1.0% over the next four years to 2023. The major segments purchasing confectionery products include wholesalers, grocery stores and markets, mass merchandisers and convenience stores. The next five years are expected to maintain a positive outlook for the U.S. confectionery industry. Continued economic recovery will further boost consumer spending on confectionery and snacks, especially on gourmet, premium dark chocolate and gummy candy products.Products

~~Chocolate~~The ~~Market~~Company’s ~~Overview.~~product ~~According~~mix ~~to Statista, chocolate and confectionery consumption in the U.S.~~ is ~~expected~~comprised ~~to continue its upward trend (from $139.9 billion in 2019 to $165.2 billion by 2023), supported by population growth and rising purchasing power. Consumers are becoming more aware~~ of the health effects associated with consuming excessive sugar and fat. As a response to changing preferences, low-calorie, reduced-sugar and more nutritious types of chocolate are becoming more popular. Premium, dark and organic chocolates are key products benefitting from this trend.following:

~~The chocolate~~CHOCOLATE ~~production~~Bars ~~industry~~5Bites isTruffles ~~moderately~~Sticks ~~concentrated~~Candies ~~with~~Cups the top four players (Hershey, Mars, Ferrero and Lindt) accounting for 60.6% of market share in 2019, according to IBIS World. The industry has consolidated over the past five years through acquisitions. In the past five years, industry producers have experienced stable competition from foreign chocolate producers. Although brand recognition is important in this industry, as many brands have been in the market for decades, producers of chocolate compete based on the quality of their products, as determined by taste, quality of ingredients and more recently, nutritional value.Gummies

~~Healthy~~For ~~Snacks Market Overview. According to Statista~~2021, the ~~global~~sale ~~healthy snacks market size is expected to grow to $32.9 billion by 2025, with a compound annual growth rate~~ of ~~5.2%~~chocolate ~~during the forecast period. Increasing awareness regarding health and wellness benefits offered by the~~ products ~~among~~accounted ~~consumers~~for isapproximately ~~likely~~100% ~~to be a key trend driving the market. The consumption~~ of ~~healthy snacks is growing, as such snacks meet various dietary requirements, such as being sugar-free and having low salt and cholesterol content. However,~~ the ~~high~~ ~~cost of production, due to volatile prices of raw materials is expected to negatively influence the growth of the market over the forecast period~~revenues.

Within the food industry, the global health and wellness sector is witnessing a “healthy” boom that shapes the ever-growing market as never before. Increasingly, consumers are developing food sensitivities and adopting healthier and more active lifestyles, leading them to seek healthier nutritional alternatives and consume fresh and organic food.5

~~Effect~~Chocolate ~~of Existing or Probable Governmental Regulation~~Products

~~For~~Veroni ~~the~~currently ~~purchase~~distributes ofits ~~products~~chocolate ~~harvested or manufactured outside the United States, and for the shipment of~~ products tounder ~~customers located outside~~ the ~~United~~Sweet ~~States,~~Desire ~~the Company is subject to customs laws regarding the import~~ and ~~export~~Baron ofChocolatier ~~shipments. Its activities~~brands, ~~including~~as ~~working with~~well ~~customs~~as ~~brokers~~private ~~and~~label ~~freight forwarders~~chocolate bars, ~~are~~cups ~~subject to regulation by the U.S. Customs~~ and ~~Border Protection, part of the Department of Homeland Security~~bites.

6The Company is also in the process of developing its own brand and line of products:

● The ~~FDA~~ ~~Food~~Company ~~Safety~~hired ~~Modernization~~CA ~~Act~~Fortune ~~(FSMA),~~to ~~enacted~~analyze onand ~~January~~develop 4,the ~~2011,~~brand ~~amended~~and ~~section~~create ~~415~~a portfolio of ~~the~~new ~~Federal~~products. ~~Food,~~The ~~Drug,~~Company’s ~~and~~chocolate ~~Cosmetic~~products ~~Act (FD&C~~are ~~Act),~~GMO infree ~~relevant~~and ~~part,~~Kosher toand ~~require~~Halal ~~that facilities engaged in manufacturing~~certified, ~~processing,~~and ~~packing,~~contain orall ~~holding~~natural ~~food~~ingredients ~~for~~with ~~consumption in~~zero ~~the~~trans-fat, ~~United~~no ~~States~~artificial ~~submit~~flavors ~~additional~~or ~~registration~~colors. ~~information~~● toThe ~~FDA,~~Company ~~including~~is anapproved ~~assurance~~and ~~that~~licensed ~~FDA~~by ~~will~~Rainforest beAlliance ~~permitted~~ to ~~inspect the~~sell ~~facility~~its atchocolate ~~the~~products ~~times~~nationwide ~~and~~to inits ~~the~~customers ~~manner~~The ~~permitted~~Company bybelieves ~~the~~that ~~FD&C~~its ~~Act.~~key ~~Section~~competitive ~~415~~advantage ofis ~~the~~that ~~FD&C~~it ~~Act,~~can asprovide ~~amended~~premium bychocolate ~~FSMA,~~products ~~also requires~~at ~~food~~mainstream ~~facilities~~prices. ~~required~~The toproduct ~~register~~is ~~with~~manufactured ~~FDA~~in toEurope ~~renew~~and ~~such~~imported ~~registrations~~via ~~every~~port ~~other~~in ~~year,~~Germany ~~and~~into ~~provides~~a ~~FDA~~warehouse ~~with~~near ~~authority to~~port ~~suspend the registration~~ of aNew ~~food~~Jersey ~~facility~~and infrom ~~certain~~there ~~circumstances.~~its ~~Specifically,~~being ifshipped ~~FDA~~across ~~determines~~the ~~that~~country ~~food~~to ~~manufactured,~~its ~~processed, packed,~~costumers’ ~~received,~~distribution orcenters. ~~held~~● byThe aCompany ~~registered~~handles ~~food~~the ~~facility~~product ~~has~~design aand ~~reasonable~~development ~~probability~~phases ofin-house, ~~causing~~in ~~serious~~collaboration ~~adverse~~with ~~health~~leading ~~consequences~~product ~~or death~~design toand ~~humans~~development orteams ~~animals,~~who ~~FDA~~traditionally ~~may~~serve bymajor ~~order~~retailers ~~suspend~~in the ~~registration~~United ~~of a facility that:~~States.

●Veroni plans ~~Created,~~to ~~caused,~~gradually orincrease ~~was~~chocolate ~~otherwise~~sales ~~responsible~~by ~~for~~offering ~~such~~products ~~reasonable~~made ~~probability;~~with orall ●natural ~~Knew~~ingredients ~~of,~~priced orat ~~had~~a ~~reason~~slight discount to ~~know~~premium brand ~~of,~~chocolates offered by competitors such ~~reasonable~~as ~~probability;~~Godiva, ~~and~~Russell ~~packed~~Stover, ~~received~~Lindt, orand ~~held~~Ghirardelli. ~~such~~It ~~food~~also plans to incrementally grow chocolate sales by cross-merchandising chocolate products with its retail partners’ wine and coffee products.

~~The~~Manufacturing ~~Company’s~~and ~~operations may be subject to these registration requirements. Compliance with these regulations has not had a material impact on the Company’s earnings, expenditures, or competitive positioning.~~Distribution

~~Intellectual~~We ~~Property~~have established relationships with reputable manufacturers in Europe with portfolio of variety of branded products that can be imported into the United States and distributed Nationwide upon retailers’ commitments.

AtIn ~~present~~January 2019, the Company ~~has~~established a ~~pending~~working ~~trademark~~relationship ~~application~~with ~~for~~Millano ~~its~~SP ~~new brand~~ZOO, ~~“This~~a ~~and~~Polish ~~That~~company (“Millano”) ~~chocolate.~~and ~~The~~a ~~Company may decide~~related inparty, ~~the future~~ to ~~pursue~~import ~~efforts~~chocolate toproducts, ~~protect~~as ~~its~~well ~~other~~as ~~intellectual property~~snacks, ~~trade~~for ~~secrets~~distribution ~~and~~to ~~proprietary~~major ~~methods~~retailers ~~and~~throughout ~~processes~~the United States.

~~Research~~In 2021 we expanded our warehouse and ~~Development~~logistics capabilities by engaging Roadtex Transportation Corporation who has 31 locations across the United States. Management believes that this partnership will give the Company a tremendous opportunity to support its growth, as it will be able to store, ship and co-pack products and fulfill its purchase orders received from its national retail customers across the country.

~~The~~Regulatory ~~Company has not to date undertaken, and does not currently plan to undertake, any material research and development activities.~~Oversight

~~Subsidiaries~~Certifications. The Company’s distributed products are certified according to the ISO 22000 standards and are in line with BRC and IFS food safety requirements. ISO 22000 is a food safety management system that can be applied to any organization in the food chain. IFS is a Global Food Safety Initiative recognized standard for certifying the safety and quality of food products and production processes. The BRC Global Standard for Food Safety began in the U.K. to help the food industry meet legislative requirements of the European Union General Product Safety Directive and the U.K. Food Safety Act.

~~The~~Effect of Existing or Probable Governmental Regulation. For the purchase of products harvested or manufactured outside the United States, and for the shipment of products to customers located outside the United States, the Company ~~has~~is nosubject ~~subsidiaries~~to customs laws regarding the import and export of shipments. Its activities, including working with customs brokers and freight forwarders, are subject to regulation by the U.S. Customs and Border Protection, part of the Department of Homeland Security.

~~Item~~The FDA 1AFood Safety Modernization Act (FSMA), enacted on January 4, 2011, amended section 415 of the Federal Food, Drug, and Cosmetic Act (FD&C Act), in relevant part, to require that facilities engaged in manufacturing, processing, packing, or holding food for consumption in the United States submit additional registration information to FDA, including an assurance that FDA will be permitted to inspect the facility at the times and in the manner permitted by the FD&C Act. ~~Risk~~Section ~~Factors~~415 of the FD&C Act, as amended by FSMA, also requires food facilities required to register with FDA to renew such registrations every other year, and provides FDA with authority to suspend the registration of a food facility in certain circumstances. Specifically, if FDA determines that food manufactured, processed, packed, received, or held by a registered food facility has a reasonable probability of causing serious adverse health consequences or death to humans or animals, FDA may by order suspend the registration of a facility that:

~~Not applicable~~● Created, caused, or was otherwise responsible for such reasonable probability; or ● Knew of, or had reason to ~~smaller~~know ~~reporting~~of, ~~companies~~such reasonable probability; and packed, received, or held such food.

~~Item 1B. Unresolved Staff Comments.~~6

~~Not~~The ~~applicable~~Company’s operations may be subject to ~~smaller~~these ~~reporting~~registration ~~companies~~requirements. Compliance with these regulations has not had a material impact on the Company’s earnings, expenditures, or competitive positioning.

~~Item 2. Properties.~~Customers

~~The~~Our ~~Company~~customers ~~entered~~are ~~into~~major anational ~~sublease~~wholesalers ~~for~~and ~~office~~retailers ~~space~~that ofdistribute approximately 2,800 square feet located at 2275 Half Day Road, Suite 346, Bannockburn, Illinois 60015 with Kinsale Holdings, Inc. dba Validant, an unrelated party. The sublease commenced February 5, 2019 and ~~expires~~sell ~~April 5, 2022. Rent for~~ the ~~first~~Company’s ~~year~~products isto ~~$4,655~~its ~~per month and escalates by 3% each year~~customers.

The Company also entered into storage and procurement distribution agreement with Roadtex Transportation Corporation located at 13 Jensen Drive, Somerset, NJ 08873 to store the chocolate products, as well as fulfill the purchase orders from the Company’s customers.Suppliers

7Our suppliers are licensed and possess all necessary certifications to be in compliance with FDA rules and regulations. In January 2019, the Company established a working relationship with Millano, to import various snacks and chocolate products for distribution to major retailers throughout the United States. For the fiscal year ended December 31, 2021, Millano supplied all of the Company’s product purchases.

~~Item 3. Legal Proceedings.~~Operations

OnVeroni ~~June~~begins ~~17,~~its ~~2019,~~product ~~The~~development ~~Scale~~process ~~Effect~~by ~~Company~~generating ~~d/b/a~~new ~~Mant~~ideas ~~Logistics~~for ~~filed~~products. anProduct ~~amended~~and ~~complaint~~packaging insamples ~~the~~are ~~United~~then ~~States~~commissioned ~~District~~to ~~Court for~~ the ~~Northern~~ ~~District~~suppliers offor ~~Illinois~~testing ~~naming~~and asquality ~~defendants~~assurance. ~~the~~When ~~Company,~~a ~~Igor~~product ~~Gabal,~~design ~~Tomasz~~is ~~Kotas,~~finalized and ~~Baron~~a ~~Chocolatier,~~price ~~Inc.~~is ~~The~~confirmed ~~action~~with ~~was~~suppliers ~~originally against~~and ~~Baron Chocolatier only~~manufacturers, a ~~alleging~~purchase ~~that~~order ~~Baron~~is ~~did~~placed. ~~not~~Products ~~pay~~are ~~for~~manufactured ~~shipping~~through ~~and~~suppliers ~~logistics services~~ in ~~the~~Europe ~~amount~~that ofprocure ~~$277,233,~~their ~~plus~~own ~~accrued interest.~~raw ~~The~~materials ~~complaint~~for ~~was~~finished ~~amended~~and packaged toproducts. ~~allege~~Typically, ~~that~~ the ~~Company~~manufacturing isprocess atakes ~~successor~~4 ~~corporation~~to ~~and~~6 ~~continuation~~weeks. ofAfter ~~Baron~~manufacturing ~~Chocolatier~~is completed, ~~thereby making~~ the Company ~~liable~~organizes ~~for the debts~~ shipment and/or ~~liabilities of Baron~~storage, ~~and~~depending ~~that~~on ~~Baron~~agreements iswith anretailers ~~alter ego for the Company, Igor Gabal~~ and ~~Tomasz Kotas.~~third-party ~~No trial date has been scheduled~~distributors. ~~The~~On ~~parties~~average, ~~are still in~~ the ~~discovery~~lead ~~stage.~~time ~~The~~from ~~Company~~order ~~intends~~ processing to ~~vigorously~~product ~~defend~~delivery inis ~~this lawsuit~~approximately 13 weeks.

InAs ~~March~~of ~~2021, Crossmark Inc. initial a lawsuit in~~ the ~~Circuit~~date ~~Court~~ of ~~Cook~~this ~~County~~report, ~~Illinois, against~~ the ~~Company,~~current ~~seeking~~COVID-19 tocrisis ~~collect~~has ~~payment for~~resulted ~~services~~in ~~rendered. The Company had entered into an agreement with Crossmark to promote~~ the ~~sale of the Iron Energy products which the~~ Company ~~had~~experiencing ~~distributed.~~longer ~~Crossmark~~lead ~~alleges~~times ~~that~~in ~~$100,000~~obtaining ~~plus costs and attorneys’ fees are owed by the Company. The default~~product ~~judgment~~from ~~entered~~its inmanufacturers ~~this case has been vacated~~ and ~~the~~shipping ~~Company intends~~ to ~~defend~~its ~~in this lawsuit~~customers.

~~Item 4. Mine Safety Disclosures.~~Competition

~~Not~~The ~~applicable~~Chocolate industry has many large competitors specializing in various types of confectionary products from all over the world. We currently concentrate our product lines on European heritage and its flavors that offers “Better for You” product without GMO. While it is our contention that our competition is much more limited than the entire chocolate and candy industry based on our products’ niche market, there can be no assurances that we do not compete with the entire chocolate and candy industry. We believe our principal competitors include Hershey, Godiva, Russell Stover, Lindt, and Ghirardelli, all of whom are larger than us and have greater financial and other resources than we do.

~~PART~~Our IICompetitive Strengths

~~Item~~We believe 5.the ~~Market~~following ~~for~~strengths ~~Registrant’s~~position ~~Common~~us ~~Equity,~~for ~~Related~~sustainable ~~Stockholder Matters and Issuer Purchases of Equity Securities.~~growth:

● Strong consumer loyalty. Many of our consumers are loyal and enthusiastic brand advocates who actively communicate with us through our costumer’s website and/or social media channels. We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our customers brands. We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our products. ● Our distribution network. Our diverse distribution network all around the world, Veroni has been able to prosper and earn a reputable name ● Market ~~Information~~ Research. Extensive market research allows us to identify and provide our clients with premium products and keep steady relationships with both suppliers and retailers.

Currently, there is no trading market for the securities of the Company. The Company has applied for admission to quotation of its securities on the OTCQB platform and anticipates that the common stock will trade under the symbol “VONI”.7

~~Holders~~Employees

~~The~~As ~~number~~ of ~~record~~April ~~holders~~13, of2022, ~~our~~Veroni ~~common~~had ~~stock,~~four as4 ofemployees. ~~August~~The ~~26,~~Company’s ~~2021,~~corporate ~~was~~office 55is ~~according~~located toin ~~our~~Bannockburn, ~~transfer agent~~Illinois.

~~Dividends~~Research and Development

~~Holders~~The ofCompany ~~shares~~has ofnot ~~common stock are entitled~~ to ~~dividends~~date ~~when~~undertaken, and ~~if,~~does ~~declared by the board of directors out of legally available funds. To date, we have~~ not ~~declared~~currently orplan ~~paid any dividends on our common stock. We do not intend~~ to ~~declare or pay any dividends on our common stock in the foreseeable future~~undertake, ~~but rather to retain~~ any ~~earnings~~material toresearch ~~finance the growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors~~ and ~~will~~development ~~depend on our results of operations, financial condition, contractual and legal restrictions and other factors the board of directors deems relevant~~activities.

~~Recent~~ITEM ~~Sales~~1A. ofRISK ~~Unregistered Securities~~FACTORS.

~~During~~Not ~~the~~applicable ~~fourth~~to ~~quarter~~smaller ~~ended~~reporting ~~December 31, 2020, there were no sales of unregistered securities~~companies.

~~Item 6~~ITEM 1B. ~~Selected~~UNRESOLVED ~~Financial~~STAFF ~~Data~~COMMENTS.

Not applicable ~~to smaller reporting companies~~.

8ITEM 2. PROPERTIES.

~~Item~~The Company 7entered into a sublease for office space of approximately 2,800 square feet located at 2275 Half Day Road, Suite 346, Bannockburn, Illinois 60015 with Kinsale Holdings, Inc. ~~Management’s~~dba ~~Discussion~~Validant, an unrelated party. The sublease commenced February 5, 2019 and ~~Analysis~~is ofexpected to ~~Financial~~expire ~~Condition~~on May 31, 2022. Rent for the first year is $4,655 per month and ~~Results~~escalates ofby ~~Operations~~3% each year.

~~Overview~~The Company also entered into storage and procurement distribution agreement with Roadtex Transportation Corporation located at 13 Jensen Drive, Somerset, NJ 08873 to store the chocolate products, as well as fulfill the purchase orders from the Company’s customers.

~~Veroni~~ITEM ~~Brands Corp~~3. ~~(formerly~~LEGAL ~~“Echo Sound Acquisition Corporation”) (“Veroni” or the “Company”) was incorporated on December 7, 2016, under the laws of the state of Delaware~~PROCEEDINGS. ~~The business purpose of the Company is to facilitate the sales and distribution of premium food products from Europe.~~

~~Prior~~On toJune ~~2018~~17, ~~the~~2019, The Scale Effect Company’s ~~operations~~d/b/a ~~were~~Mant ~~limited~~Logistics tofiled ~~issuing~~an ~~shares~~amended tocomplaint ~~its~~in ~~original~~the ~~stockholders~~United ~~and~~States ~~effecting~~District aCourt ~~change~~for inthe ~~control~~Northern District of Illinois naming as defendants the Company, Igor Gabal, Tomasz Kotas, and Baron Chocolatier, Inc. InThe ~~2018~~action was originally against Baron Chocolatier only, alleging that Baron did not pay for shipping and logistics services in the ~~Company~~amount ~~commenced~~of ~~its~~$277,233, ~~principal~~plus ~~operations~~accrued interest. The ~~Company~~complaint ~~originated~~was asamended ato ~~blank~~allege ~~check~~that ~~company~~the Company is a successor corporation and ~~qualifies~~continuation of Baron Chocolatier, thereby asmaking the Company liable for the debts and liabilities of Baron, and that Baron is an ~~“emerging~~alter ~~growth~~ego ~~company”~~for asthe ~~defined~~Company, Igor Gabal and Tomasz Kotas. No trial date has been scheduled. The parties are still in the ~~Jumpstart~~discovery ~~Our~~stage. ~~Business~~The ~~Startups~~Company ~~Act~~intends ~~which~~to ~~became~~vigorously ~~law~~defend in ~~April 2012~~this lawsuit.

OnIn ~~January~~March 302021, ~~2018,~~Crossmark ~~the~~Inc. ~~Company~~initial ~~entered into~~ a ~~distribution~~lawsuit ~~agreement~~in ~~with FoodCare. Under~~ the ~~terms~~Circuit Court of ~~the~~Cook ~~Distribution~~County, ~~Agreement~~Illinois, ~~the Company~~against ~~became~~ the ~~exclusive importer and distributor of FoodCare’s products in the United States~~Company, ~~Puerto~~seeking ~~Rico~~to ~~and~~collect ~~the U.S. Virgin~~payment ~~Islands~~for ~~(the~~services “Urendered.S. ~~market”).~~The ~~FoodCare~~Company ishad aentered ~~manufacturer~~into ~~and~~an ~~supplier~~agreement ofwith ~~desserts,~~Crossmark ~~cereals,~~to ~~energy~~promote ~~drinks~~the ~~and~~sale ~~other~~of ~~beverage products. Notably, FoodCare manufactures~~ the “Iron Energy” ~~drink,~~products ~~a product sponsored by celebrity and former boxer Mike~~which ~~Tyson. The term of~~ the ~~Distribution~~Company ~~Agreement~~had ~~was~~distributed ~~for~~during athe period offrom 10March ~~years~~2018 ~~during~~to ~~which~~October ~~Veroni~~2019. ~~was~~Crossmark toalleges ~~have~~that ~~the~~$100,000 ~~exclusive~~plus ~~right~~costs toand ~~distribute~~attorneys’ ~~FoodCare~~fees ~~products~~are ~~within~~owed ~~the~~by ~~U.S. market, so long as Veroni purchased~~ the ~~required quantity of product from FoodCare~~Company. The ~~Company~~default ~~failed to~~judgment ~~meet~~entered ~~its~~in ~~minimum~~this ~~purchase~~case ~~requirements~~has ~~under~~been ~~the~~vacated ~~FoodCare~~and ~~agreement~~the inCompany ~~2018~~intends ~~in part due~~ to ~~FoodCare’s~~defend ~~failure~~in tothis ~~provide promised~~lawsuit. ~~marketing~~As ~~support.~~of ~~The~~April ~~Company~~13. ~~terminated~~2022, the ~~agreement~~case ~~and~~was ~~relationship~~pending ~~with~~and ~~FoodCare in 2020 due to~~ the ~~lack~~parties ofare ~~its~~waiting ~~ability~~ to ~~support Veroni’s~~be ~~brand~~scheduled ~~marketing~~for ~~initiatives~~mediation.

InITEM ~~summer~~4. ~~2018,~~MINE ~~the~~SAFETY ~~Company introduced the Iron Energy beverage to various retailers and distributors nationwide and since then has been working with many retailers and distributors to bring the product to market~~DISCLOSURES.

InNot January 2019, the Company expanded its product offerings and established a relationship with another manufacturer, Millano Group, a related party, to import chocolate products, as well as snacks, for distribution to major retailers throughout the United Statesapplicable. ~~The Company recently became the vendor of record and successfully delivered these products to several national retailers.~~

In February 2019, the Company engaged Tyler Distribution and Continental Logistics, two operating companies of Port Jersey Logistics, to better serve its customers throughout the United States. Management believes that this partnership will give the Company a tremendous opportunity to support its growth, as it will be able to store and ship products and fulfill its purchase orders received from its customers.8

InPART June 2021, the Company engaged Roadtex Transportation Corporation with 31 facilities nationwide that handles LTL logistics to better serve its customers throughout the United States. Management believes that this partnership will give the Company a tremendous opportunity to support its growth, as it will be able to store and ship products and fulfill its purchase orders received from its customers.II

~~The~~ITEM ~~Company~~5. ~~has~~MARKET ~~also~~FOR ~~established~~REGISTRANT’S ~~relationships~~COMMON ~~with other European manufacturers that can provide a wide range of “panned” products~~EQUITY, ~~meaning~~ ~~those~~RELATED ~~that~~STOCKHOLDER ~~are coated with a sugar syrup~~MATTERS, ~~chocolate,~~AND orISSUER ~~both,~~PURCHASES ~~such~~OF asEQUITY ~~nuts, raisins, pretzels, and fruit, as well as healthy snack items, and specialty confection goods~~SECURITIES.

~~For~~Market the fiscal year ended December 31, 2020, the Company’s independent auditors issued a report raising substantial doubt about the Company’s ability to continue as a going concern. For the year ending December 31, 2020, the Company has an accumulated deficit of $1,386,108 since its inception. As of December 31, 2020, the Company had a cash balance available of approximately $116,730 and a working capital deficit of $342,796, which is not sufficient to meet its operating requirements for the next twelve months. Therefore, the Company’s ability to continue as a going concern is dependent on its ability to grow its revenue and generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to continue as a going concern.Information

9Our common stock is listed on the OTC Markets under the symbol “VONI” where it commenced trading on December 23, 2020.

~~Results~~Authorized ~~of Operations~~Capital

~~Prior~~The ~~to 2018, the~~ Company ~~had~~is ~~focused~~authorized by its ~~efforts~~Certificate onof ~~identifying~~Incorporation ~~business opportunities, and devoted little attention or resources~~ to ~~sales and~~issue ~~marketing~~an oraggregate ~~generating~~of ~~near-term~~100,000,000 ~~revenues~~shares ~~and~~of ~~profits.~~common ~~During 2018~~stock, ~~the~~$0.0001 ~~Company~~par ~~began~~value per ~~distribution~~share of(the ~~various~~“Common ~~products~~Stock”), and ~~then increased~~20,000,000 ~~its~~shares ~~distribution~~of ~~network~~preferred ~~during~~stock, ~~2019~~$0.0001 ~~During~~par ~~2020,~~value ~~the~~per ~~Company’s~~share. ~~revenues~~As ~~were~~of ~~impacted~~April by13, 2022, ~~the~~28,282,028 ~~effects~~shares of ~~COVID-19~~Common ~~as the~~Stock ~~pandemic~~were ~~affected~~issued ~~transportation~~and ~~logistics~~outstanding. ~~Revenues~~There ~~were~~are ~~$5,581,764~~no ~~for~~shares ~~2020,~~of aspreferred ~~compared~~stock ~~to $6,678,790 for 2019~~outstanding.

~~The~~Holders ~~2020 gross profit~~ of ~~$1,155,331~~Common was not sufficient to cover the Company’s operating expenses of $1,534,439, consisting of $359,399 in warehouse and selling expenses and $1,175,040 in general and administrative expenses, resulting in a net loss from operations of $379,108. In comparison, a gross profit of $860,352 was generated in 2019. Due to operating expenses of $1,419,806, consisting of $646,249 in warehouse and selling expenses and $773,557 in general and administrative expenses, a net loss from operations of $559,454 resulted.Equity

~~The~~As ~~increase~~of inMarch ~~general and administrative expenses from $773~~31,~~557~~ ~~in 2019 to $1~~2022,~~175,040~~ inthere ~~2020~~were ~~was~~approximately ~~due~~55 ~~primarily~~stockholders toof ~~an increase in officers’ salaries from $62,500 in 2019 to $552,656 in 2020~~record.

~~The~~Dividend ~~Company incurred no interest expense in 2020, as compared to $141,359 of interest expense on various promissory notes in 2019, resulting in a net loss of $700,813.~~Information

~~Liquidity~~We have not paid any cash dividends to our holders of common stock. The declaration of any future cash dividends is at the discretion of our board of directors and ~~Capital~~depends ~~Resources~~upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

AtUnregistered ~~December~~Sales ~~31, 2020, the Company had cash and a working capital deficit~~ of ~~$116,730~~Equity ~~and~~Securities ~~$342,796, respectively, as compared to $99,010~~ and ~~$364,784,~~Use ~~respectively, at December 31, 2019. During the year ended December 31, 2020, operating activities provided cash~~ of ~~$573,978, and financing activities used cash of $556,258. In comparison, during fiscal 2019, operating activities used cash of $1,599,780 with $1,695,791 being provided by financing activities.~~Proceeds

~~Under~~During the ~~Small~~quarter ~~Business~~ended ~~Administration~~March ~~(“SBA”)~~31, 2021, the Company ~~applied~~issued ~~for the Paycheck Protection Program (“PPP”) loan. These loans are forgiven if used for payroll~~27,000 ~~payroll~~shares ~~benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40%~~ of ~~the~~common ~~loan~~stock ~~proceeds,~~in ~~all~~consideration of ~~which~~services ifrendered. ~~paid~~The ~~within either 8 weeks or~~shares ~~24 weeks~~ of ~~the~~common ~~receipt~~stock ofwere ~~the~~issued ~~loan~~in ~~proceeds.~~reliance Aton the ~~time~~exemption ofunder ~~this~~Section ~~filing, we anticipate~~ 4(a)(2) ~~significant amount~~ of ~~this loan will be forgiven; however,~~ the ~~forgiveness~~Securities ~~application process is not yet complete~~Act. The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance. Unforgiven portions of these loans will be repaid over 5 years, accruing interest at 1% per annum. The PPP loan has a loan balance of $56,250 as December 31, 2020.

OnITEM August 27, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business6. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $150,000, with proceeds to be used for working capital purposes. On September 2, 2020, the Company received $149,900. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning August 27, 2021 (twelve months from the date of the SBA Note (defined below)) in the amount of $720. The balance of principal and interest is payable thirty years from the date of the SBA Note.[Reserved]

InITEM ~~connection~~7. ~~therewith,~~MANAGEMENT’S ~~the~~DISCUSSION ~~Company~~AND ~~executed~~ANALYSIS ~~(i)~~OF aFINANCIAL ~~note~~CONDITION ~~for~~ANDRESULTS ~~the~~OF benefit of the SBA (the “SBA Note”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”)OPERATION.

The ~~Company’s~~following ~~proposed~~discussion ~~activities~~and ~~will~~analysis ~~necessitate~~of ~~significant~~the ~~uses~~results of ~~capital~~operations ~~into~~ and ~~beyond~~financial ~~2021,~~condition ~~particularly~~ for the ~~financing of~~years ~~inventory.~~ended ~~While~~December ~~the Company has a factoring arrangement~~31, ~~sales~~2021 ofand ~~equity~~2020 should ~~securities~~be inread ~~the Company would result~~ in ~~reduced~~conjunction ~~financing costs.~~with ~~Since~~our ~~the~~consolidated ~~beginning~~financial ofstatements ~~2018~~ and ~~through December 31, 2020,~~ the ~~Company~~notes ~~has~~to ~~engaged~~those inconsolidated ~~sales~~financial ofstatements ~~its~~that are ~~equity~~included ~~securities~~elsewhere in ~~private placements.~~this ~~Through~~Annual ~~December~~Report. ~~31,~~Our ~~2020,~~discussion ~~10,531,400~~includes ~~shares~~forward-looking ~~have~~statements ~~been~~based ~~sold~~upon ~~for~~current ~~total~~expectations ~~gross~~that involve ~~proceeds~~risks ofand ~~$518~~uncertainties,~~533,~~ ~~29,997~~such ~~shares~~as ~~have~~our ~~been issued for services rendered valued at $22~~plans,~~497,~~ ~~186~~objectives,~~965~~ ~~shares~~expectations ~~valued~~and atintentions. ~~$140,223~~Actual ~~have~~results ~~been~~and ~~issued~~the intiming ~~lieu~~ of ~~interest, 286,667 shares~~events ~~have~~could ~~been~~differ ~~issued~~materially ~~upon~~from ~~conversion~~those ofanticipated ain ~~$215,000~~these ~~promissory~~forward-looking ~~note,~~statements ~~and~~as a ~~total~~result of ~~2,270,000~~a ~~shares~~number ~~were~~of ~~redeemed~~factors. ~~for~~See ~~$45,200~~“Forward-Looking Statements.”

10Overview

~~Plan~~Veroni Brands Corp. (formerly “Echo Sound Acquisition Corporation”) (“Veroni” or the “Company”) was incorporated on December 7, 2016, under the laws of ~~Operations~~the state of Delaware. The business purpose of the Company is to facilitate the sales and distribution of premium food products from Europe.

~~During~~Prior ~~2019~~to ~~and 2020~~2018, ~~sales~~the ~~were~~Company’s ~~concentrated~~operations inwere ~~two~~limited ~~customers.~~to ~~One~~issuing ofshares ~~these~~to ~~customers~~its ~~notified~~original ~~the~~stockholders ~~Company~~and ~~that~~effecting ~~it was not selected as~~ a ~~vendor for~~change ~~2021. Sales~~ in ~~2021~~control of ~~are~~the ~~expected to decrease by more than 50%~~Company. AsIn ~~vendor selection is an annual process with this customer~~2018, the Company is ~~planning~~commenced ~~to reapply as a vendor for 2022 and broaden~~ its ~~customer~~principal ~~base~~operations. ~~For~~The ~~the next few years, the~~ Company ~~will~~originated ~~continue~~as toa ~~focus on~~blank ~~obtaining~~check ~~visibility~~company ~~for the products by contacting convenience store locations~~ and ~~small distributors to those types of locations.~~qualifies Inas ~~addition,~~an ~~the~~“emerging ~~Company~~growth ~~will~~company” ~~also~~as ~~continue~~defined toin ~~expand~~ the ~~number~~Jumpstart ofOur ~~products~~Business toStartups beAct ~~imported~~which ~~from~~became ~~Europe~~law ~~and~~in ~~distributed~~April ~~throughout the United States~~2012.

Management believes that while the current COVID-19 crisis has not affected the volume of sales, it has resulted in the Company experiencing supply chain and transportation logistics issues. Manufacturers and those providing shipping and logistics services are increasing prices and/or decreasing the amount of product and/or services to the Company, thereby making it more difficult to meet the terms of contracts with retailers. Management believes that for the current fiscal year, the Company will experience reduced profit margins as a result. It is not known whether the supply chain and transportation logistics issues will continue into the future.9

~~There~~On isJanuary no30, ~~assurance~~2018, ~~that~~ the Company’s ~~activities~~entered ~~will~~into ~~generate~~a ~~sufficient~~distribution ~~revenues~~agreement towith ~~sustain~~FoodCare. ~~its~~Under ~~operations~~the ~~without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on~~ terms ~~satisfactory~~of to the ~~Company.~~Distribution ~~Accordingly~~Agreement, ~~given~~ the Company’s ~~limited~~became ~~cash and cash equivalents on hand,~~ the ~~Company~~exclusive ~~will~~importer ~~be unable to implement its business plans~~ and ~~proposed operations~~distributor ~~unless~~of itFoodCare’s ~~obtains~~products ~~additional~~in ~~financing~~the orUnited ~~otherwise~~States, isPuerto ~~able~~Rico ~~to generate revenues~~ and ~~profits. In 2019,~~ the ~~Company~~U.S. ~~entered~~Virgin ~~into~~Islands ~~a factoring agreement covering its accounts receivable~~ (~~see~~the ~~below~~“U.S. market”). ~~The~~FoodCare ~~Company~~is ~~may~~a ~~raise~~manufacturer ~~additional~~and ~~capital~~supplier ~~through sales~~ of ~~debt or~~desserts, ~~equity~~cereals, ~~obtain~~energy ~~loan~~drinks ~~financing or develop~~ and ~~consummate~~ other ~~alternative~~beverage products. ~~financial~~Notably, ~~plans.~~FoodCare Inmanufactures the ~~near~~“Iron ~~term~~Energy” drink, ~~the~~a ~~Company~~product ~~plans~~sponsored ~~to rely~~by oncelebrity ~~its~~and ~~primary~~former ~~stockholders~~boxer toMike Tyson. ~~continue~~The toterm ~~fund~~of the ~~Company’s~~Distribution ~~continuing~~Agreement ~~operating~~was ~~requirements.~~for ~~The Company will require~~ a ~~minimum~~period of ~~$600,000~~10 ~~for~~years ~~the~~during ~~next~~which 12Veroni ~~months~~was to ~~fund~~have ~~its~~the ~~operations,~~exclusive ~~which~~right ~~will be used~~ to ~~fund~~distribute FoodCare ~~expenses~~products ~~related~~within tothe ~~operations,~~U.S. ~~office supplies~~market, ~~travel,~~so ~~salaries~~long ~~and~~as ~~other~~Veroni ~~incidental~~purchased ~~expenses.~~the ~~Management~~required ~~believes~~quantity ~~that~~of ~~this~~product ~~capital~~from ~~would~~FoodCare. ~~allow~~The ~~the~~ Company failed to meet its ~~operating cash~~minimum purchase requirements, ~~and~~under ~~would~~the ~~facilitate~~FoodCare ~~the~~agreement ~~Company’s~~in ~~business~~2018 ofin ~~selling~~part ~~and~~due ~~distributing~~to ~~its~~FoodCare’s ~~products.~~failure ~~Management~~to ~~also~~provide ~~believes~~promised ~~that~~marketing ~~the~~support. ~~acquisition~~The ofCompany ~~such~~terminated ~~assets~~the ~~would~~agreement ~~generate~~and ~~revenue~~relationship towith ~~cover~~FoodCare ~~overhead~~in ~~cost~~2020 ~~and~~due ~~general~~to ~~liabilities of~~ the ~~Company,~~lack ~~and~~of ~~allow~~its ~~the Company~~ability to ~~achieve~~support Veroni’s ~~overall~~brand ~~sustainable~~marketing ~~profitability~~initiatives.

~~Due~~In tosummer 2018, the ~~above-described~~Company ~~difficulties,~~introduced ~~management~~the isIron ~~seeking~~Energy ~~other~~beverage ~~opportunities~~to ~~outside~~various ofretailers ~~the~~and ~~import/distribution~~distributors ~~business~~nationwide inand ~~order~~since tothen has been ~~bring~~working ~~value~~with many retailers and distributors to bring the ~~stockholders~~product to market.

~~Accounts~~In ~~Receivable~~January ~~Financing~~2019, the Company expanded its product offerings and established a relationship with another manufacturer, Millano Group, a related party, to import chocolate products, as well as snacks, for distribution to major retailers throughout the United States. The Company recently became the vendor of record and successfully delivered these products to several national retailers.

OnIn ~~February~~June 212021, ~~2019,~~ the Company ~~entered~~engaged ~~into~~Roadtex aTransportation ~~factoring~~Corporation ~~agreement~~ with an31 ~~unrelated~~facilities ~~third~~nationwide ~~party,~~that ~~Advance~~handles ~~Business~~LTL ~~Capital~~logistics ~~LLC,~~to ~~dba Interstate~~better ~~Capital~~serve ~~(“ICC”), pursuant to which the Company sells the majority of~~ its ~~accounts~~customers ~~receivable~~throughout ~~to ICC for 85% of~~ the ~~value of~~United ~~the receivable~~States. ~~The~~Management ~~term~~believes ofthat ~~the~~this ~~agreement~~partnership iswill ~~for~~give ~~12 months and automatically renews for additional 12-month periods. The accounts receivable are sold with recourse back to~~ the Company, ~~meaning~~a ~~that~~tremendous ~~the Company bears the risk of non-payment by the account debtor.~~opportunity ~~To secure its obligations~~ to ~~ICC,~~support ~~the Company has granted a blanket security interest in~~ its ~~other assets~~growth, ~~such~~ as ~~inventory,~~it ~~equipment, machinery,~~will ~~furniture,~~be ~~fixtures,~~able ~~contract~~to ~~rights,~~store and ~~general~~ship ~~intangibles.~~products ~~The~~and ~~loan~~fulfill isits ~~guaranteed~~purchase byorders ~~two~~received major shareholders of the Company. On September 11, 2019, the lender (which now does business as Triumph Business Capital) entered into an amended agreement with the Company which lowered the interest charged by the lender from ~~0.49%~~its ~~for every 10 days to prime rate (with a floor of 5~~customers.~~5%) plus 3%. As of December 31, 2020 and 2019, the Company owed $649,502 and $1,414,639, respectively, for advances on is receivables.~~

11The Company has also established relationships with other European manufacturers that can provide a wide range of “panned” products, meaning those that are coated with a sugar syrup, chocolate, or both, such as nuts, raisins, pretzels, and fruit, as well as healthy snack items, and specialty confection goods.

~~Alternative~~For ~~Financial~~the ~~Planning~~fiscal year ended December 31, 2021, the Company’s independent auditors issued a report raising substantial doubt about the Company’s ability to continue as a going concern. For the year ending December 31, 2021, the Company has an accumulated deficit of $1,890,174 since its inception. As of December 31, 2021, the Company had a cash balance available of approximately $4,091 and a working capital deficit of $759,088, which is not sufficient to meet its operating requirements for the next twelve months. Therefore, the Company’s ability to continue as a going concern is dependent on its ability to grow its revenue and generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to continue as a going concern.

~~The~~Results Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of ~~securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.~~Operation

~~Critical~~Twelve ~~Accounting~~Months ~~Policies~~Ended December 31, 2021 vs. December 31, 2020

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.Revenues

~~Off~~Revenues for the twelve months ended December 31, 2021 were $3,205,063 as compared with $5,581,764 for the comparable prior year period, a change of $2,376,701, or 43%. In 2021, the Company’s revenues were impacted by the effects of COVID-~~Balance~~19 as the pandemic ~~Sheet~~affected ~~Arrangements~~transportation logistics. The Company terminated two agreements to import private label chocolate brands products due to significant cost increase in the logistics. The decision was made mainly due to significant risk of cost increase of the product shipment and uncertainty around the logistics experienced due to the pandemic. The decision made with the intention to reduce the exposure to significant price increase and avoid selling the product at loss. During the fourth quarter of 2021 the Company shifted its focus to merger and acquisition opportunities while it continued to negotiate price adjustments of its product with its customers. Therefore, the Company experience significant reduction in revenue in 2021.

~~The~~Cost Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of ~~operations, liquidity, capital expenditures or capital resources.~~Sales

~~Item~~Cost of 7Asales for the twelve months ended December 31, 2021 was $2,563,088 as compared with $4,426,433 for the comparable prior year period, a change of $1,863,345 or 42%. ~~Quantitative~~The ~~and~~decrease ~~Qualitative~~was ~~Disclosure~~primarily ~~About~~due ~~Market~~to ~~Risk~~reduction of revenue and lower sales.

~~Not applicable to smaller reporting companies~~10

12Gross Profit

~~Item~~Gross profit 8for the twelve months ended December 31, 2021 was $641,975 as compared with $1,155,331 for the comparable prior year period, a change of $513,356 or 44%. ~~Financial~~The ~~Statements~~decrease was primarily due to reduction of revenue and ~~Supplementary~~lower ~~Data~~sales.

~~VERONI~~Operating ~~BRANDS CORP.~~Expenses

~~Financial~~Operating ~~Statements~~expenses for the twelve months ended December 31, 2021 were $1,562,722 as compared with $1,534,439 for the comparable prior year period, a change of $28,283 or 2%. The decrease was primarily due to lower sales resulting in a reduction of product import and shipping.

~~December~~Net ~~31, 2020 and 2019~~Loss

~~Financial~~Our ~~Statements~~net loss for the twelve months ended December 31, 2021 was $706,566 as compared with a net loss of $379,108 for the comparable prior year period a change of $327,458 or 86%. The increase was primarily due to discontinued sales of private label chocolate to one of our vendors and damage caused to the products during transportation to the vendor’s costumers.

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2020 and 2019 (restated)	F-3
Statements of Operations for years ended December 31, 2020 and 2019 (restated)	F-4
Statement of Changes in Stockholders’ Equity (Deficit) for years ended December 31, 2020 and 2019 (restated)	F-5
Statements of Cash Flows for years ended December 31, 2020 and 2019 (restated)	F-6
Notes to Restated Financial Statements	F-7

General and Administrative Expenses

13General and administrative expenses for the twelve months ended December 31, 2021 was $1,251,034 as compared with a $1,175,040 for the comparable prior year period a change of $75,994 or 6%. The increase was primarily due to stock based compensation offset by the reduction in part time employees and third-party services.

~~REPORT~~Liquidity OFand ~~INDEPENDENT~~Capital ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Resources

ToAs of December 31, 2021, the ~~Board~~Company had cash and a working capital deficit of ~~Directors~~$4,091 and ~~Stockholders~~$759,088, respectively, as compared to $116,730 and $342,796, respectively, at December 31, 2020. During the year ended December 31, 2021, operating activities provided cash of $499,588, and financing activities used cash of $612,227. In comparison, during fiscal 2020, operating activities provided cash of $573,978 with $556,258 being used by financing activities.

~~Veroni~~Under ~~Brands~~the ~~Corp~~Small Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) and received a loan from the SBA in the amount of $56,250 (the “PPP Loan”). These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds. On October 14, 2021 we received notice from the SBA that $38,550.50 of the balance of the PPP Loan has been forgiven. The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance. As of December 31, 2021, the PPP Loan had a balance of $14,976.91. The remainder of the PPP Loan will accrue interest at 1% per annum and be paid in monthly payments of $3,003.05. As of December 31, 2021, a balance of $14,976.91 was outstanding under the PPP Loan.

~~Opinion~~On August 27, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the ~~Financial~~“SBA ~~Statements~~Loan Agreement”), the principal amount of the EIDL Loan is up to $150,000, with proceeds to be used for working capital purposes. On September 2, 2020, the Company received $149,900. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due monthly beginning August 27, 2021 (twelve months from the date of the SBA Note (defined below)) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the EIDL Loan.

WeIn ~~have~~connection ~~audited~~therewith, the ~~accompanying~~Company ~~balance~~executed ~~sheets of Veroni Brands Corp.~~ (~~the Company~~i) asa ofnote ~~December~~for ~~31, 2020 and 2019, and~~ the ~~related~~benefit ~~statements~~ of ~~operations,~~the ~~changes~~SBA ~~in stockholders’ equity~~ (~~deficit), and cash flows for~~ the ~~years~~“SBA ~~then ended~~Note”), ~~and~~which ~~the~~contains ~~related notes (collectively~~customary ~~referred~~events toof asdefault ~~the~~and ~~“financial statements”~~(ii). Ina ~~our~~Security ~~opinion~~Agreement, granting the ~~financial~~SBA ~~statements~~a ~~present~~security ~~fairly,~~interest in all ~~material~~tangible ~~respects, the~~and ~~financial~~intangible ~~position~~personal property of the Company ~~as of December 31~~, ~~2020~~which ~~and~~also ~~2019,~~contains ~~and~~customary ~~the~~events ~~results~~ of ~~its~~default ~~operations and its cash flows for~~ (the ~~years~~ ~~then~~“SBA ~~ended~~Security ~~in conformity with accounting principles generally accepted in the United States of America~~Agreement”).

~~Going Concern~~11

~~The~~Accounts ~~accompanying~~Receivable financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit since inception and insufficient working capital to meet its operating requirements, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Financing

~~Restatement~~On February 21, 2019, the Company entered into a factoring agreement with an unrelated third party, Advance Business Capital LLC, dba Interstate Capital (“ICC”), pursuant to which the Company sells the majority of its accounts receivable to ICC for 85% of the value of the receivable. The term of the agreement is for 12 months and automatically renews for additional 12-month periods. The accounts receivable are sold with recourse back to the Company, meaning that the Company bears the risk of non-payment by the account debtor. To secure its obligations to ICC, the Company has granted a blanket security interest in its other assets, such as inventory, equipment, machinery, furniture, fixtures, contract rights, and general intangibles. The loan is guaranteed by two major shareholders of the Company. On September 11, 2019, ~~Financial~~the ~~Statements~~lender (which now does business as Triumph Business Capital) entered into an amended agreement with the Company which lowered the interest charged by the lender from 0.49% for every 10 days to prime rate (with a floor of 5.5%) plus 3%. As of December 31, 2021 and 2020, the Company owed $39,897 and $649,502, respectively, for advances on is receivables.

AsAlternative ~~discussed~~Financial ~~in Note 14 to the consolidated financial statements, the accompanying 2019 financial statements have been restated to correct a misstatement.~~Planning

~~Basis~~The ~~for~~Company ~~Opinion~~has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

~~These~~Critical 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 audits. 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 .Policies

WeThe ~~conducted~~financial ~~our~~statements ~~audits~~of ~~in accordance with~~ the ~~standards~~Company ofhave ~~the~~been ~~PCAOB.~~prepared ~~Those~~in ~~standards~~accordance ~~require~~with ~~that~~accounting weprinciples ~~plan~~generally ~~and~~accepted ~~perform~~in the ~~audits~~United ~~to obtain~~States. ~~reasonable~~The ~~assurance~~preparation ~~about~~of ~~whether~~these ~~the~~ financial statements ~~are~~requires ~~free~~making ofestimates ~~material~~and ~~misstatement,~~judgments ~~whether~~that ~~due~~affect tothe ~~error~~reported oramounts ~~fraud.~~of ~~The~~assets, ~~Company~~liabilities, isrevenues ~~not~~and ~~required to have~~expenses, ~~nor~~and ~~were~~related wedisclosure ~~engaged~~of tocontingent ~~perform,~~assets anand ~~audit~~liabilities. ofThe ~~its~~estimates ~~internal~~are ~~control~~based ~~over~~on ~~financial~~historical ~~reporting.~~experience and Ason ~~part~~various ofother ~~our~~assumptions ~~audits, we~~that are ~~required~~believed to ~~obtain~~be anreasonable ~~understanding~~under ofthe ~~internal~~circumstances, ~~control~~the ~~over~~results ~~financial~~of ~~reporting,~~which ~~but~~form ~~not for~~ the ~~purpose~~basis of ~~expressing an opinion~~making onjudgments about the ~~effectiveness~~carrying values of ~~the~~assets ~~Company’s~~and ~~internal~~liabilities ~~control~~that ~~over~~are ~~financial~~not ~~reporting~~readily apparent from other sources. ~~Accordingly,~~Actual weresults ~~express~~may nodiffer from ~~such~~these ~~opinion~~estimates under different assumptions or conditions.

~~Our~~Off-Balance ~~audits~~Sheet 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.Arrangements

FThe Company has no off-1balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Critical~~ITEM ~~Audit~~7A. ~~Matter~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~The~~We ~~critical~~are ~~audit~~not ~~matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or~~ required to beprovide ~~communicated to~~ the ~~audit~~information ~~committee~~required ~~and~~by ~~that:~~this ~~(1)~~Item ~~relates~~because towe ~~accounts or disclosures that~~ are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a ~~whole,~~smaller ~~and~~reporting ~~we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates~~company.

~~Stock-Based~~ITEM ~~Compensation~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

AsOur ~~discussed~~consolidated infinancial ~~Note~~statements 2are tocontained ~~the~~in ~~financial~~pages ~~statements~~F-1 through F-16, which appear at the ~~Company~~end ~~issues~~of ~~stock-based~~this ~~compensation~~Annual Report toon ~~non~~Form 10-~~employees~~K.

~~Auditing~~ITEM ~~management’s~~9. ~~calculation~~CHANGES ofIN ~~the~~AND ~~fair~~DISAGREEMENTS ~~value~~WITH ofACCOUNTANTS ~~stock-based~~ON ~~compensation~~ACCOUNTING ~~can~~AND beFINANCIAL ~~a significant judgment given the fact that the Company uses management’s estimates on various inputs to the calculation~~DISCLOSURE.

~~To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the stock-based compensation~~None.

~~/s/ M&K CPAS, PLLC~~12

~~M&K~~ITEM ~~CPAS,~~9A. ~~PLLC~~CONTROLS AND PROCEDURES.

WeEvaluation ~~have~~of ~~served~~Disclosure asControls ~~the~~and ~~Company’s auditor since 2021~~Procedures

~~Houston~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal TXfinancial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

~~October 8~~● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; ● Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, ~~2021~~and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~F-2~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, 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.

~~Veroni~~Under ~~Brands~~the ~~Corp~~supervision and with the participation of our management, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 1992, as of December 31, 2021.

~~BALANCE~~As ~~SHEETS~~a result of our material weakness described below, management has concluded that, as of December 31, 202121, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

~~December~~Material ~~31,~~Weakness ~~2020~~in ~~and~~Internal ~~2019~~Control over Financial Reporting

	2020			2019
					(Restated)
ASSETS
Current Assets
Cash & equivalents	$	116,730		$	99,010
Accounts Receivable, net allowance for doubtful accounts of $0 and $2,125 respectively		14,303			129,565
Contract Receivables with recourse		793,904			1,554,510
Inventory		550,657			610,647
Prepaid expenses and other current assets		5,524			56,014
Total Current Assets		1,481,118			2,449,746
Other Assets
Deposits		9,310			9,310
Right-of-use asset-operating, net		74,721			122,856
Total Other Assets		84,031			132,166
Total Assets	$	1,565,149		$	2,581,912
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	68,869		$	184,561
Accounts payable related party		783,417			546,612
Notes payable		-			215,000
Notes payable - related parties including interest		-			43,370
Contract receivables liability with recourse		649,502			1,414,639
Accrued liabilities		134,137			214,816
Paycheck protection loans (PPP)		56,250			-
Contract liabilities		74,800			143,033
Short-Term lease liability-operating		56,939			52,499
Total Current Liabilities		1,823,914			2,814,530
Long-term Liabilities
Economic injury disaster loan (EIDL)		149,900			-
Long-Term lease liability-operating		15,134			72,073
Total Long-Term Liabilities		165,034			72,073
Total Liabilities		1,988,948			2,886,603
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of December 31, 2020 and 2019		-			-
Common Stock, $0.0001 par value; 100,000,000 shares authorized;27,085,029 and 26,738,362 shares issued and outstanding as of December 31, 2020 and 2019, respectively		2,709			2,674
Additional paid-in capital		959,600			699,635
ACCUMULATED DEFICIT		(1,386,108	)		(1,007,000	)
Total Stockholders’ Deficit		(423,799	)		(304,691	)
Total Liabilities and Stockholders’ Deficit	$	1,565,149		$	2,581,912

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility, that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with its assessment, management identified the following material weaknesses at December 31, 2021:

~~The accompanying~~● ~~notes~~There ~~are~~is ana ~~integral~~lack ~~part~~of segregation of ~~these~~duties within the accounting and financial reporting process along with the proper safeguards to prevent the management override of controls, as the Company has only one executive officer. ● Since we use external consultants to prepare our financial statements and provide sufficient documentation of such preparation and review procedures, our officer must rely on such documentation. ● We had only one executive officer at December 31, 2021.

~~F-3~~Due to our limited resources, we expect these weaknesses in internal control to continue while we implement our business plan.

~~Veroni~~This ~~Brands~~Annual ~~Corp~~Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

~~STATEMENTS~~Changes OFin ~~OPERATIONS~~Internal Control Over Financial Reporting

~~For~~There has been no change in our internal control over financial reporting identified in connection with the ~~years~~evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended December 31, ~~2020~~2021 ~~and~~that ~~2019~~has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.

	2020			2019
				(Restated)
Revenue, net	$	5,581,764		$	6,678,790
Cost of sales, related party		3,961,711			5,197,938
Cost of sales		464,722			620,500
Total cost of sales		4,426,433			5,818,438
Gross profit		1,155,331			860,352
Warehouse and selling expenses		359,399			646,249
General and administrative expenses		1,175,040			773,557
Total operating expenses		1,534,439			1,419,806
Net loss from operations		(379,108	)		(559,454	)
Other expense
Interest expense		-			140,359
Interest expense - related party		-			1,000
Total interest expense		-			141,359
Loss before income taxes		(379,108	)		(700,813	)
Income taxes		-			-
Net Loss	$	(379,108	)	$	(700,813	)
Net loss per share:
Basic and diluted	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Basic and diluted		27,062,042			26,739,853

ITEM 9B. OTHER INFORMATION.

~~The accompanying notes are an integral part of these financial statements~~None.

~~F-4~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

~~Veroni~~Not ~~Brands Corp~~applicable.

~~STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)~~13

~~December~~PART ~~31, 2020 and 2019~~III

											Additional						Total
	Preferred Stock				Common Stock						Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2018		-		-		26,568,400		$	2,656		$	409,683		$	(306,187	)	$	106,152
Issuance of common stock for services		-		-		29,997			3			22,494						22,497
Issuance of common stock for cash		-		-		203,000			21			152,229			-			152,250
Issuance of common stock, in lieu of interest		-		-		186,965			18			140,205			-			140,223
Redemption and cancellation of shares		-		-		(125,000	)		(12	)		(24,988	)					(25,000	)
Cancellation of shares		-		-		(125,000	)		(12	)		12						-
Net Loss for the year		-		-		-			-			-			(700,813	)		(700,813	)
Balance, December 31 2019 (Restated)		-		-		26,738,362			2,674			699,635			(1,007,000	)		(304,691	)
Issuance of common stock for cash		-		-		60,000			6			44,994			-			45,000
Conversion of promissory note to common stock		-		-		286,667			29			214,971						215,000
Net Loss for the year		-		-		-			-			-			(379,108	)		(379,108	)
Balance, December 31, 2020		-	$	-		27,085,029		$	2,709		$	959,600		$	(1,386,108	)	$	(423,799	)

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~The~~Directors ~~accompanying~~and ~~notes~~Executive ~~are an integral part of these financial statements~~Officers

~~F-5~~The following table contains information with respect to our directors and executive officers. To the best of our knowledge, none of our directors or executive officers have an arrangement or understanding with any other person pursuant to which he or she was selected as a director or officer. There are no family relationships between any of our directors or executive officers. Directors serve one year terms. Our executive officers are appointed by and serve at the pleasure of the Board of Directors.

Veroni Brands Corp.

Name		Current Age		Position
Igor Gabal		46		President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

~~STATEMENTS~~The OFfollowing ~~CASH~~noteworthy ~~FLOW~~experience, qualifications, attributes and skills for each Board member, led to our conclusion that the person should serve as a director in light of our business and structure:

~~December~~Igor 31Gabal, ~~2020~~President, ~~and~~Secretary, ~~2019~~Chief Financial Officer & Director

	2020			2019
					(Restated)
Cash flow from operating activities:
Net Loss	$	(379,108	)	$	(700,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for service		-			22,496
Amortization of debt discount		-			112,500
Changes in:
Trade accounts receivable		117,387			(108,582	)
Allowance for doubtful accounts		(2,125	)		(7,823	)
Contract Receivables		760,606			(1,554,510	)
Prepaid expenses and other current assets		50,490			50,303
Inventory		59,990			(402,278	)
Deposits		-			(9,310	)
Accounts payable		(115,792	)		140,981
Accounts payable related party		235,806			546,612
Accrued liabilities		(80,679	)		165,895
Contract liabilities		(68,233	)		143,033
ROU asset/liability		(4,364	)		1,716
Net cash used in operating activities		573,978			(1,599,780	)
Cash flows from financing activities:
Repayment of shareholders loans		-			(140,000	)
Repayment of notes payable		-			(215,000	)
Repayment of notes payable-related party		(62,371	)		-
Proceeds of notes payable-related party		20,000			26,311
Proceeds from issuance of notes payable		-			457,591
Proceeds from issuance of common stock		45,000			152,250
Proceeds from (repayment of) contract receivables with recourse		(765,137	)		1,414,639
Proceeds from issuance of PPP loan		56,250			-
Proceeds from issuance of Economic Injury Disaster loan		150,000			-
Net cash provided by financing activities		(556,258	)		1,695,791
Net change in cash		17,720			96,011
Cash at the beginning of the year		99,010			2,999
Cash at the end of the year	$	116,730		$	99,010
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	1,000
Non-cash investing and financing activities
Conversion of promissory note debt discount	$	215,000		$	112,500
Redemption and cancellation of shares	$	-		$	25,000
Interest converted to common stock	$	-		$	27,591
Adoption of ASC 842	$	-		$	169,655

Igor Gabal, age 46, serves as President, Secretary, Chief Financial Officer and Director of the Company. Mr. Gabal has over 15 years of middle-market private equity investment experience primarily in real estate, industrial manufacturing, consumer packaged goods distribution or services operating industries. He has initiated and overseen add-on acquisitions, debt capital market issues for various companies and has experience and relationships with middle-market private equity firms, investment banks and debt financing sources. Prior to founding Veroni Brands, Corp. Mr. Gabal served as a board member and managing member for Guterman Partners Companies since 2009. Mr. Gabal was acting as EVP for Baron Chocolatier, Inc. the company that has specialized on the import and distribution of chocolate related products throughout the United States since 2016. Mr. Gabal received his Bachelor of Science in Business Management degree from DeVry Institute in 2000 and also attended Kellogg School of Management 2000-2002.

~~The~~Family ~~accompanying notes are an integral part of these financial statements~~Relationships.

~~F-6~~There are no family relationships between any of our directors or executive officers.

~~VERONI~~Section ~~BRANDS~~16(a) ~~CORP.~~Beneficial Ownership Reporting Compliance

~~Notes~~Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our common stock to ~~Financial~~file reports ~~Statements~~of securities ownership and changes in such ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

~~December~~Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal year ended December 31, ~~2020~~2021, ~~and~~there ~~2019~~were no instances where officers, directors, or greater than 10% beneficial owners did not comply with Section 16(~~Restated~~a) of the Exchange Act.

~~Note 1 - Nature of Operations and Financial Condition~~14

~~Veroni~~Code ~~Brands Corp. (the “Company”) was incorporated on December 7, 2016 under the laws~~ of ~~the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisition.~~Ethics

~~The~~Our ~~Company~~Board ~~has~~of ~~been~~Directors ~~formed~~has tonot ~~acquire,~~adopted ~~operate,~~a ~~develop,~~code ~~grow~~of ~~and import premium European products into the U~~ethics.S. ~~market.~~We ~~Veroni~~anticipate Brands was created to search out desirable premium products across Europe and make them accessible to discerning consumers in the U.S. Veroni Brands strives to import the extraordinary and delight its consumers with experiences that ~~had~~we ~~previously~~will ~~only~~adopt ~~been~~a ~~attainable~~code ~~in Europe. In January 2018, the Company became an exclusive importer and distributor~~ of ~~“Iron~~ethics ~~Energy”~~when bywe ~~Mike~~increase ~~Tyson.~~either ~~The beverage became available to consumers in select Chicago area markets in May 2018 in three different flavors such as “Mojito,” “Zero Sugar” and “Original.” During 2019,~~ the ~~Company built the distribution~~ number of ~~the~~our ~~Iron~~Directors ~~Energy~~or ~~product nationwide. Beginning in February 2019,~~ the ~~Company~~number ~~expanded its import and distribution network with the distribution~~ of ~~chocolate~~our ~~products and significantly grew its sales and distribution volumes~~employees. ~~The~~It ~~Company~~is entered into long term supply agreements with major U.S national retailers to import chocolate products under “Private Label Brands” that are currently being sold in over 20,000 retail locations across the ~~U.S.~~ ~~The~~board ~~Company takes pride in the variety~~ of ~~consumer products it imports and is proud to share them with its consumers nationwide. The Company~~directors’s ~~recent~~desire ~~expansion of the import~~ and ~~distribution~~intent ~~of snacks, chocolate and chocolate related products that are currently being sold~~ to ~~U.S.~~adopt ~~national retailers presents the Company with~~ a ~~substantial~~code ~~growth~~of ~~opportunity~~ethics toas ~~introduce to its retail partners~~soon toas ~~many other consumer products and to increase its network of retailers~~practicable.

~~Going~~Board ~~Concern~~Committees; Audit Committee Financial Expert; Stockholder Nominations

~~The~~At ~~Company~~the ~~has~~present ~~generated~~time, ~~revenue~~the ~~this~~board ~~year~~ of ~~approximately~~directors ~~$5.6~~has ~~million~~not ~~and~~established ~~incurred~~an ~~a net loss of $379~~audit,~~108~~ ~~for~~a ~~the~~compensation ~~year~~or ~~ending~~a ~~December 31,~~nominating ~~2020~~ and ~~has~~corporate angovernance ~~accumulated~~committee. The ~~deficit~~functions of ~~$1,386,108~~those ~~since~~committees ~~its~~are ~~inception.~~being Asundertaken ofby ~~December~~the ~~31,~~board ~~2020,~~of ~~the~~directors ~~Company~~as ~~had~~ a ~~cash~~whole. ~~balance~~In ~~available of approximately $116~~addition,~~730~~ ~~and~~none ~~working capital~~ of ~~($342,796) which is not sufficient to meet its operating requirements for~~ the ~~next twelve months. Therefore, the~~ Company’s directors ~~ability~~is toan ~~continue~~“audit ascommittee afinancial ~~going~~expert”. ~~concern~~It is ~~dependent~~the onboard ~~its~~of ~~ability~~directors’ todesire ~~grow its revenue~~ and ~~generate sufficient~~intent ~~cash flows from operations~~ to ~~meet~~establish ~~its~~such committees ~~obligations~~as ~~and/or~~soon ~~obtaining additional financing from its shareholders or other sources,~~ as ~~may be required~~practicable.

The Company ~~failed~~does tonot ~~meet~~have ~~its~~a ~~minimum~~policy ~~annual~~regarding ~~purchase requirements under~~ the ~~FoodCare~~consideration ~~Sp.~~of ~~z.o.o.~~any ~~(“FoodCare”)~~director ~~agreement,~~candidates ~~in part~~which ~~due~~may tobe ~~FoodCare’s~~recommended ~~failure~~by ~~to provide promised marketing support. In 2020,~~ the Company ~~terminated the agreement and relationship with FoodCare and no longer had exclusive rights to distribute FoodCare~~’s ~~Iron Energy drinks. The Company has found greater success~~ ~~with the distribution of chocolate and snack products instead of beverages~~stockholders. In addition to importing products from ZWC Millano, the Company has recently established relationships with other European manufacturers that can manufacture wide range of “panned” products, meaning those that are coated with a sugar syrup and/or chocolate, such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand of the Company’s national retailers.

~~The~~Disclosure ~~Company is continuing to evaluate various financing options in order to continue the funding~~ of ~~the~~Commission ~~expansion~~Position ~~of its operations, the products being offered and its customer base. The Company is also focusing~~ on ~~broadening~~Indemnification ~~its customer base. As disclosed below in Accounts Receivable and Concentration~~ of ~~Credit~~Securities ~~Risk,~~Act ~~a significant customer did not select the Company as a vendor for 2021.~~Liabilities

~~The~~Our ~~accompanying~~directors ~~financial~~and ~~statements~~officers are indemnified as provided by the Delaware corporate law and our bylaws. We have ~~been~~agreed ~~prepared~~to ~~assuming~~indemnify ~~that~~each of our directors and certain officers against certain liabilities, including liabilities under the ~~Company~~Securities ~~will~~Act. ~~continue~~Insofar as aindemnification for ~~going~~liabilities ~~concern;~~arising ~~however~~under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, ~~condition raises~~or ~~substantial~~otherwise, ~~doubt~~we ~~about~~have been advised that in the ~~Company’s~~opinion ~~ability~~of tothe ~~continue~~SEC such indemnification is against public policy as aexpressed ~~going~~in ~~concern~~the Securities Act and is, therefore, unenforceable. ~~The~~In ~~financial~~the ~~statements~~event dothat ~~not~~a ~~include~~claim ~~any~~for indemnification against such ~~adjustments~~liabilities to(other ~~reflect~~than our payment of expenses incurred or paid by our director, officer or controlling person in the ~~possible~~successful ~~future~~defense of ~~effects~~any onaction, suit or proceeding) is asserted by such director, officer or controlling person in connection with the ~~recoverability~~securities ~~and~~being registered, ~~classification~~we will, unless in the opinion of ~~assets~~our orcounsel the ~~amounts~~matter ~~and~~has ~~classifications~~ been settled by controlling precedent, submit to a court of appropriate ~~liabilities~~jurisdiction ~~that~~the ~~may~~question ~~result~~whether ~~should~~such indemnification by it is against public policy as expressed in the ~~Company~~Securities Act and will be ~~unable~~governed toby ~~continue~~the asfinal aadjudication ~~going~~of ~~concern~~such issue.

~~F-7~~We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

~~VERONI~~Involvement ~~BRANDS~~in ~~CORP.~~Certain Legal Proceedings

~~Notes~~On June 17, 2019, The Scale Effect Company d/b/a Mant Logistics filed an amended complaint in the United States District Court for the Northern District of Illinois naming as defendants the Company, our CEO and President Igor Gabal, Tomasz Kotas, and Baron Chocolatier, Inc. The action was originally against Baron Chocolatier only, alleging that Baron did not pay for shipping and logistics services in the amount of $277,233, plus accrued interest. The complaint was amended to ~~Financial~~allege ~~Statements~~that the Company is a successor corporation and continuation of Baron Chocolatier, thereby making the Company liable for the debts and liabilities of Baron, and that Baron is an alter ego for the Company, Igor Gabal and Tomasz Kotas. No trial date has been scheduled. The parties are still in the discovery stage. The Company intends to vigorously defend in this lawsuit.

~~December~~In 31March 2021, ~~2020~~Crossmark Inc. initial a lawsuit in the Circuit Court of Cook County, Illinois, against the Company, seeking to collect payment for services rendered. The Company had entered into an agreement with Crossmark to promote the sale of the Iron Energy products which the Company had distributed. Crossmark alleges that $100,000 plus costs and ~~2019~~attorneys’ ~~(Restated)~~fees are owed by the Company. The default judgment entered in this case has been vacated and the Company intends to defend this lawsuit. As of April 13. 2022, the case was pending and the parties are waiting to be scheduled for mediation.

~~Note 2 – Summary of Significant Accounting Policies~~15

~~Reclassifications~~With the exception of the foregoing, to the best of our knowledge, none of our directors or executive officers has, during the past ten years:

~~Certain reclassifications~~● ~~have~~been convicted in a criminal proceeding or been ~~made~~subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the ~~2019~~Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial ~~statements~~institutions or insurance companies including, but not limited to, ~~conform~~a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the ~~2020~~Exchange ~~presentation.~~Act), ~~These~~any ~~reclassifications~~registered ~~have~~entity ~~no effect~~(as ondefined ~~net~~in ~~loss~~Section ~~for~~1(a)(29) ~~2019~~of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Advertising~~Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

~~The~~ITEM ~~Company’s policy is to expense advertising costs as incurred~~11. ~~Advertising~~EXECUTIVE ~~expense for the year ending December 31, 2020 and 2019 is $30,935 and $50,117, respectively.~~COMPENSATION

~~Use~~Summary ofCompensation ~~Estimates~~Table

The ~~preparation~~following ofsummary ~~financial~~compensation ~~statements~~table insets ~~conformity~~forth ~~with~~all ~~GAAP~~compensation ~~requires~~awarded ~~management~~ to, ~~make~~earned ~~estimates~~by, ~~and~~or ~~assumptions~~paid ~~that~~to ~~affect~~ the ~~reported amounts~~named ofexecutive ~~assets~~officers ~~and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the~~paid ~~reported~~by ~~amounts~~us ~~of revenues and expenses~~ during the ~~reporting~~years ~~periods.~~ended ~~Significant~~December ~~items subject to such estimates and assumptions include the carrying amount of inventory and associated reserves~~31, ~~and~~2021 ~~allowances~~ and ~~reserves in regards to receivables and revenue~~2020. ~~Actual results could differ from those estimates.~~

~~Revenue Recognition~~16

~~The~~2021 ~~Company’s~~EXECUTIVE ~~significant~~OFFICER ~~accounting~~COMPENSATION policy for revenue was updated as a result of the adoption of ASU Topic 606. The Company has adopted the new standard on January 1, 2019 and has used the modified retrospective method. The majority of the Company’s business is ship and bill. Based on our analysis, the Company did not identify a cumulative effect adjustment to retained earnings at December 31, 2018. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 606 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 12 for revenue disaggregated by product line.TABLE

The Company recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in warehouse and selling expenses.

Name and Position	Fiscal Year	Salary ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Igor Gabal	2021		450,000				-		-				450,000
Chairman of the Board, Chief Executive Officer, President, Secretary, and Treasurer	2020		90,000		-		-		-		361,828		451,828

~~Payments~~On ~~that~~January ~~are~~2, ~~received~~2019 ~~before~~(the ~~performance~~“Effective ~~obligations~~Date”), ~~are~~the ~~recorded~~Company ~~are~~entered ~~shown~~into an employment agreement with Igor Gabal, pursuant to which Mr. Gabal was set to serve as ~~current~~Chief ~~liabilities~~Executive Officer of the Company (the “Gabal Employment Agreement”). In 2021, pursuant to the terms of the Gabal Employment Agreement, as compensation for his services as Chief Executive Officer, Mr. Gabal earned an annual salary of $450,000. In addition, on February 1, 2022, Mr. Gabal was issued (i) 270,000 shares of common stock of the Company, as compensation for his services and pursuant to the terms of the Gabal Employment Agreement, and (ii) 900,000 shares of common stock of the Company, in lieu of a portion of his salary for the 2022 fiscal year. Accordingly, Mr. Gabal’s salary will be reduced, for the 2022 fiscal year, from $450,000 to $90,000. The Gabal Employment Agreement also grants piggyback registration rights with regards to the shares issued as compensation. In the event of termination for any reason other than for cause or by Mr. Gabal for good reason, the Company is to provide Mr. Gabal with severance in an amount equal to one year of his highest total salary in any prior full year of employment, unused accrued vacation time and reimbursement for any legitimate Company expenses. In the event of a change of control, Mr. Gabal is to receive payment equal to one and a half times his highest total annual compensation.

~~Cash~~The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and ~~Cash~~directors ~~Equivalents~~other than as described herein.

~~Cash~~Outstanding ~~and~~Equity ~~cash~~Awards ~~equivalents include cash on hand and on deposit~~ at ~~banking~~Fiscal ~~institutions as well as all highly liquid short~~Year-~~term investments with original maturities of 90 days or less.~~End

~~Shipping~~There ~~Costs~~are no current outstanding equity awards to our executive officers as of December 31, 2021.

~~Costs~~Retirement ~~associated~~or ~~with~~Similar ~~shipping~~Benefit ~~product to customers aggregating approximately $206,052 and $201,561 for the years ended December 31, 2020 and 2019, respectively, is included in warehouse and selling expenses.~~Plans

~~F-8~~There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

~~VERONI~~Director ~~BRANDS~~Summary ~~CORP.~~Compensation Table

~~Notes~~As toof ~~Financial~~December ~~Statements~~31, 2021, we did not have any non-employee directors.

~~December~~We ~~31,~~have ~~2020~~no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and ~~2019~~other ~~(Restated)~~out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on their behalf other than services ordinarily required of a director.

~~Note~~ITEM 212. –SECURITY ~~Summary~~OWNERSHIP ofOF ~~Significant~~CERTAIN ~~Accounting~~BENEFICIAL ~~Policies~~OWNERS ~~(Continued)~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~Concentration~~The following table sets forth certain information as of ~~Risk~~April 13, 2022 concerning the beneficial ownership of common stock for: (i) each director and director nominee, (ii) each Named Executive Officer in the Summary Compensation Table under “Executive Compensation” above, (iii) all executive officers and directors as a group, and (iv) each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner of 5% or more of our common stock. The address for each of the persons below who are beneficial owners of 5% or more of our common stock is our corporate address at 2275 Half Day Rd. Suite 346, Bannockburn, IL 60015.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2020 and 2019, respectively.17

~~Accounts~~Beneficial ~~Receivable~~ownership has been determined in accordance with the rules of the SEC and ~~Concentration~~is calculated based on 28,282,028 shares of ~~Credit~~our ~~Risk~~common stock issued and outstanding as of April 13, 2022. Shares of common stock subject to options, warrants, preferred stock or other securities convertible into common stock that are currently exercisable or convertible, or exercisable or convertible within 60 days of April 13, 2022, are deemed outstanding for computing the percentage of the person holding the option, warrant, preferred stock, or convertible security but are not deemed outstanding for computing the percentage of any other person.

~~Accounts~~Except ~~receivable~~as ~~are~~indicated ~~recorded~~by at the ~~invoiced~~footnotes ~~amounts~~below, ~~less~~we anbelieve, ~~allowance for doubtful accounts. The allowance for doubtful accounts is~~ based on the ~~Company’s~~information ~~estimate~~furnished ofto ~~the~~us, ~~amount~~that ~~of probable credit losses in its accounts receivable. The Company determines~~ the ~~allowance for~~persons ~~doubtful accounts based upon an aging of accounts receivable, historical experience~~ and ~~management~~entities ~~judgment.~~named ~~Accounts~~in ~~receivable~~the ~~balances~~table ~~are~~below ~~periodically~~have ~~reviewed~~sole ~~for~~voting ~~collectability,~~ and ~~balances~~investment ~~are~~power ~~charged~~with ~~off~~respect ~~against~~to ~~the~~all ~~allowance~~shares ~~when~~of ~~the~~common ~~Company~~stock ~~determines~~ that ~~the~~they ~~potential~~beneficially ~~for recovery is remote~~own. ~~An allowance for doubtful accounts of approximately $-0- and $2,125 is reserved as of December 31, 2020 and 2019, respectively.~~

WeThe ~~are~~following ~~exposed~~table tosets ~~credit~~forth, ~~risk~~as ~~in the normal course~~ of ~~business~~April 13, ~~primarily related to accounts receivable. To limit credit risk~~2022, ~~management periodically reviews and evaluates~~ the ~~financial~~number ~~condition~~ of ~~its~~shares ~~customers~~of ~~and~~common ~~maintains~~stock anowned ~~allowance~~of ~~for~~record ~~doubtful~~and ~~accounts.~~beneficially ~~For~~by ~~the~~our ~~year~~executive ~~ended December 31~~officers, ~~2020,~~directors ~~we had one customer who comprised approximately 57% or $617,272 of our contract receivables with recourse~~ and ~~two~~persons ~~customers~~ who ~~comprised~~hold ~~approximately 100~~5% or ~~$14,303~~more of ~~our accounts receivable. For~~ the ~~year~~outstanding ~~ended~~shares ~~December 31, 2019, we had one customer who comprised approximately 86% or $1,453,432~~ of ~~our~~common ~~contract~~stock ~~receivables with recourse and one customer who comprised approximately 57% or $74,544~~ of ~~our~~the ~~accounts receivable~~Company.

~~For~~The amounts and percentages of our common stock beneficially owned are reported on the ~~year~~basis ~~ended~~of ~~December~~SEC ~~31,~~rules ~~2020~~governing the determination of beneficial ownership of securities. Under the SEC rules, wea ~~had~~person ~~two~~is ~~customers~~deemed ~~with~~to ~~sales~~be ina ~~excess~~“beneficial owner” of ~~10%~~a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of ~~our~~such ~~revenue~~security, ~~and~~or ~~they~~“investment power,” ~~represented~~which ~~77%~~includes the power to dispose of ~~our~~or ~~revenue~~to direct the disposition of such security. A person is also deemed to be a beneficial ~~For~~owner of any securities of which that person has the ~~year~~right ~~ended~~to ~~December~~acquire 31beneficial ownership within 60 days through the exercise of any stock option, ~~2019~~warrant or other right. Under these rules, wemore ~~had~~than ~~two~~one ~~customers~~person ~~with~~may ~~sales~~be indeemed ~~excess~~a beneficial owner of ~~10%~~the same securities and a person may be deemed to be a beneficial owner of ~~our~~securities ~~revenue~~as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and ~~they~~investment ~~represented~~power ~~72%~~with respect to such shares of our common stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o ~~revenue~~Veroni Brands Corp., 2275 Half Day Rd. Suite 346, Bannockburn, IL 60015.

~~One~~Applicable percentage ownership is based on 28,282,028 shares of ~~these~~Common ~~customers~~Stock ~~had~~outstanding ~~sales~~as of ~~approximately~~April $213,~~405,000~~ ~~and~~2022. ~~$3,887,000~~In incomputing ~~2020~~the number of shares of Common Stock beneficially owned by a person and ~~2019,~~the ~~respectively.~~percentage ~~Per~~ownership ~~Note~~of 15that person, ~~the~~we ~~Company~~deemed ~~was~~to be outstanding ~~not~~all ~~selected~~shares of Common Stock as aheld ~~vendor~~by ~~for~~that ~~2021~~person ~~for~~or ~~this~~entity ~~customer~~that are currently exercisable or that will become exercisable within 60 days of April 13, 2022.

Distribution Agreements and Supplier Concentration

Name and Address of Beneficial Owner	Common Stock Owned Beneficially		Percent of Class
Named Executive Officers and Directors
Igor Gabal, Chief Executive Officer and President (1)		13,270,000		46.92692	%
5% or greater shareholders
Thomas Kotas (2)		12,788,399		45.2152	%
Total		26,058,399		92.1313	%

In January 2018, the Company entered into a distributor agreement with FoodCare, which was amended and restated on January 30, 2018. FoodCare is a company organized under the laws of Poland. FoodCare is a manufacturer and supplier of desserts, cereals, energy drinks and other beverage products. FoodCare manufactures the “Iron Energy” drink, a product sponsored by celebrity Mike Tyson.

	(1)	Mr. Gabal is the sole officer and director of the Company. Includes 7,200,000 shares held of record by GP Michigan, LLC, a company controlled by Mr. Gabal. Mr. Gabal’s address is 6715 N. Sauganash Avenue, Lincolnwood, IL 60712.
	(2)	The address of Mr. Kotas is 1950 Telegraph Road, Lake Forest, IL 60045. Includes 44,000 shares held of record by his wife.

~~Under~~Changes ~~the terms of the distribution agreement, the Company became the exclusive distributor of FoodCare products~~ in the United States, Puerto Rico and the U.S. Virgin Islands. FoodCare is the sole supplier of Iron Energy to the Company. The term of the agreement was for ten years and gave the Company exclusive rights to distribute FoodCare products within the U.S. market, so long as the Company purchased the required quantity of product from FoodCare.Control

~~The~~We ~~Company~~are ~~failed~~not toaware ~~meet its minimum purchases in 2018, due in part to FoodCare’s failure to provide marketing support as promised. The Company terminated the agreement and relationship with FoodCare in 2020. Sales~~ of ~~Iron~~any ~~Energy~~arrangements ~~were~~that ~~only~~may ~~$33,475~~result in ~~2020. The termination of the~~ “~~Iron~~changes ~~Energy~~in control” ~~drink distribution agreement did not significantly affect the company or its revenue,~~ as ~~the~~that ~~Company has~~term ~~found~~is ~~greater~~defined ~~success~~by ~~with~~ the ~~distribution~~provisions of ~~chocolate~~Item 403(c) ~~and snack products instead~~ of ~~beverages~~Regulation S-K.

At the beginning of 2019, the Company established relationships with other European manufacturers that can manufacture a wide range of “panned” products such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items, as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand from the Company’s national retailers.18

~~F-9~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE.

~~VERONI~~Related ~~BRANDS~~Party ~~CORP.~~Transactions

~~Notes~~We follow ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. When and if we contemplate entering into a transaction in which any executive officer, director, nominee, or any family member of the foregoing would have a direct or indirect interest, regardless of the amount involved, the terms of such transaction are to ~~Financial~~be ~~Statements~~presented to our full board of directors (other than any interested director) for approval, and documented in the board minutes.

~~December~~During the year ended December 31, ~~2020~~2021, one of the significant shareholders paid certain expenses on behalf of the Company from time to time. These amounts were repaid during the year and ~~2019~~no ~~(Restated)~~amount was owed to the shareholder at December 31, 2021.

~~Note~~The 2Company –is ~~Summary~~purchasing all of ~~Significant~~its ~~Accounting~~chocolate ~~Policies~~products from Millano Group, a related party (~~Continued~~controlled by the father of Tomasz Kotas, a major shareholder). As of December 31, 2021 and 2020 $606,580 and $783,417, respectively was owed to Millano Group. The balance is reflected in accounts payable related party.

~~Vendor~~ITEM ~~Concentration~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Currently,~~Fee ~~the~~paid ~~Company~~to isour ~~sourcing~~principal ~~all~~accountants ~~its~~for ~~chocolate products and snacks from~~ the ~~Millano~~fiscal ~~Group,~~years aended ~~related~~December ~~party. The Company has not entered into a distributor agreement but is currently negotiating an agreement with Millano Group. The Company~~31, ~~due~~2021 ~~to relationships with other European manufacturers could find other sources to replace its chocolate~~ and ~~snack~~2020, ~~products if the Company~~ were ~~to terminate Millano Group~~ as ~~its~~ ~~suppler for chocolate products. Total purchases in 2020 and 2019 were approximately $3,961,711 and $5,102,224, respectively which represents 100% and 99% of product purchases, respectively.~~follows:

Income Taxes

	Year Ended December 31,
	2021		2020
Audit fees (1)	$	48,000	$	36,500
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	48,000	$	36,500

~~Under ASC~~(1) ~~740,~~The ~~Income~~amount ~~Taxes,~~billed ~~deferred~~or ~~tax~~to ~~assets~~be ~~and~~billed ~~liabilities~~to ~~are~~us ~~recognized~~ for ~~the~~professional ~~future~~services ~~tax~~related ~~consequences attributable~~ to ~~temporary~~ ~~differences between~~ the ~~financial~~audit ~~statement carrying amounts~~ of ~~existing~~our ~~assets~~annual ~~and~~financial ~~liabilities~~statements ~~and~~for ~~their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the years ~~in which~~ended those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, ~~2020~~2021 and ~~2019,~~2020 ~~there~~included ~~were~~reviews ~~no net deferred tax assets, as the Company established a 100% valuation allowance, due to the uncertainty~~ of ~~the~~our ~~realization~~quarterly ofreports ~~net operating~~on ~~loss~~Form ~~carryforwards prior to their expiration~~10-Q.

~~Loss~~The ~~Per~~Board ~~Common~~of ~~Share~~Directors has considered whether the provision of the non-audit services described above by an external auditor is compatible with maintaining the auditor’s independence, and determined that these non-audit services are compatible with the required independence.

~~Basic~~Pre-Approval loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2020 and 2019, there are no outstanding dilutive securities.Policies

~~Fair~~All ~~Value~~of the above services and fees were reviewed and approved by our board of ~~Financial~~directors. ~~Instruments~~No services were performed before or without approval. This includes the pre-approval of (i) all audit services and (ii) any significant (i.e., not de minimis) non-audit services. Before granting any approval, the Board of Directors gives due consideration to whether approval of the proposed service will have a detrimental impact on the auditor’s independence.

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:19

~~Level~~PART ~~1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.~~IV

~~Level 2~~ITEM ~~inputs~~15. ~~are~~EXHIBITS ~~inputs~~AND ~~other~~FINANCIAL ~~than~~STATEMENT ~~quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly~~SCHEDULES.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

Exhibit Number		Document
3.1		Certificate of Incorporation (1)
3.2		Certificate of Amendment to Certificate of Incorporation (2)
3.3		Bylaws (1)
4.1		Description of Securities
10.4		Amendment no. 2 to Factoring and Security Agreement with Triumph Business Capital dated September 11, 2019 (3)
10.5		Employment Agreement of Igor Gabal(4)
10.6		Amendment 4 to Factoring and Security Agreement with Triumph Business Capital dated January 27, 2021(5)
31.1		Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Principal Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Linkbase 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 (formatted as Inline XBRL and contained in Exhibit 101).

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents and accounts payable approximate their fair values at December 31, 2020 and 2019 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

	(1)	Filed as an exhibit to the registration statement on Form 10, filed January 18, 2017, file number 000-55735.
	(2)	Filed as an exhibit to the Current Report on Form 8-K dated November 22, 2017, filed November 30, 2017.
	(3)	Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed November 14, 2019.
	(4)	Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed October 12, 2021.
	(5)	Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed October 28, 2021

~~F-10~~20

~~VERONI BRANDS CORP.~~SIGNATURES

~~Notes~~Pursuant to ~~Financial~~the ~~Statements~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

December 31, 2020 and 2019 (Restated)

Date: April 15, 2022	Veroni Brands Corp.

	By:	/s/ Igor Gabal
		Igor Gabal
		Chief Executive Officer

~~Note~~Pursuant 2to –the ~~Summary~~requirements of ~~Significant~~the ~~Accounting~~Securities ~~Policies~~Exchange ~~(Continued)~~Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Share-Based Compensation

Name	Capacity	Date
/s/ Igor Gabal	Chief Executive Officer	April 15, 2022
Igor Gabal	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity–Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. In June 2018, the Financial Accounting Standards Board adopted Accounting Standards Update 2018-07 Compensation – Stock21

~~Compensation~~VERONI ~~(Topic~~BRANDS ~~718): Improvements to Nonemployee Share-Based Payment Accounting~~CORP. In that update, ASC 505 has been rescinded in its entirety and share based compensation issued to nonemployees will now fall under ASC 718 and its associated fair value measurements. Due to the Emerging Growth Company (see below) status of the Company, the Company has adopted the update on January 1, 2020.

~~Emerging~~AUDITED ~~Growth~~FINANCIAL ~~Company~~STATEMENTS

~~The~~December ~~Company has elected to be an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”). Included with this election~~31, ~~the~~2021 ~~Company~~and has also elected to use the provisions within the Jobs Act that allow companies that go public to continue to use the private company adoption date rules for new accounting policies. Should the Company obtain revenues in excess of $1 billion on an annual basis, have its non-affiliated market capitalization increase to over $700 million as of the last day of its second quarter, or raise in excess of $1 billion in public offerings of its equity or instruments directly convertible into its equity, it will forfeit its status under the Jobs Act as an emerging growth company.2020

~~Recent~~VERONI ~~Accounting~~BRANDS ~~Pronouncements~~CORP.

InIndex February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 provides guidance in GAAP about the recognition of assets and liabilities by lessees for those leases classified as operating leases under GAAP. The guidance requires that a lessee should recognize in the statement of financial position a liability to ~~make lease payments and a right-to-use asset representing~~ the ~~company’s~~Financial right to use the underlying assets for the term of the lease. The guidance allows a lessee who enter into a lease with a term of 12 months or less to make an accounting policy election to not recognize assets and liabilities.Statements

~~In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other~~ (~~Topic 350~~Audited): Simplifying the Test for Goodwill Impairment. The update simplifies the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update should be applied on a prospective basis. The provisions of ASU 2017-04 are effective for the fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company has elected this accounting guidance as of January 1, 2020. It has had no effect on the Company’s financial statements.

On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. For emerging growth companies, the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018. The Company is in the process of reviewing the potential impact of ASU 2018-07.

Description		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-2
Audited Balance Sheets as of December 31, 2021 and December 31, 2020		F-3
Audited Statements of Operations for the Twelve Months Ended December 31, 2021 and 2020		F-4
Audited Statements of Changes in Stockholders’ Equity (Deficit) for the Twelve Months Ended December 31, 2021 and 2020		F-5
Audited Statements of Cash Flows for the Twelve Months Ended December 31, 2021 and 2020		F-6
Notes to the Audited Financial Statements		F-7

F-111

~~VERONI~~REPORT ~~BRANDS~~OF ~~CORP.~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Notes~~To tothe ~~Financial~~Board ~~Statements~~of Directors and Stockholders of Veroni Brand Corp.,

~~December~~Opinion ~~31,~~on ~~2020~~the ~~and~~Financial ~~2019 (Restated)~~Statements

~~Note~~We 3have –audited ~~Inventory~~the accompanying balance sheets of Veroni Brand Corp., (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the two-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~Finished~~Going Goods inventory consist of “Iron Energy” energy drinks, chocolates, and related products imported from Poland and is stated at the lower of actual cost (first-in, first-out method) or net realizable value. Inventory cost includes all freight (ocean, air and truck) costs to the warehouse, import duties, regulatory and miscellaneous fees. Inventory is as follows:Concern

	December 31, 2020		December 31, 2019
Finished goods – in transit to warehouse	$	-	$	399,043
Finished goods – in warehouse		550,657		211,604
Finished goods - consignment		-		-
	$	550,657	$	610,647

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered net losses from continuing and discontinued operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~During~~Basis 2019, the Company removed beverage product totaling approximately $245,000 from inventory due to reaching the end of its shelf life and became unsaleable. A proprietary label problem on some chocolate products of approximately $207,900 was identified and removed from inventory as the product was unsaleable. The labeling problem was corrected for ~~future products.~~Opinion

~~Note~~These 4financial –statements ~~Prepaid~~are ~~Expenses~~the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 .

~~Prepaid~~We ~~inventory~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

~~The~~Our ~~Company’s~~audits ~~foreign~~included ~~suppliers~~performing ~~will~~procedures ~~generally~~to ~~require~~assess ~~that~~ the ~~Company~~risks ~~pay~~of inmaterial ~~advance~~misstatement of anthe ~~inventory~~financial ~~shipment~~statements, towhether itdue ~~from~~to ~~Europe.~~error ~~The~~or ~~Company’s~~fraud, ~~current~~and ~~agreement~~performing ~~with~~procedures ~~FoodCare~~that ~~includes~~respond ~~provisions~~to inthose ~~which~~risks. ~~title~~Such ~~for~~procedures ~~the~~included ~~inventory~~examining, ~~passes~~on ~~upon~~a ~~FoodCare~~test ~~loading~~basis, evidence regarding the ~~product~~amounts ~~onto~~and ~~truck~~disclosures ~~transport~~in ~~for~~the ~~delivery~~financial tostatements. ~~the~~Our ~~seaport~~audits inalso ~~Poland.~~included ~~Amounts~~evaluating ~~transferred~~the toaccounting ~~the~~principles ~~Company’s~~used ~~suppliers~~and tothe ~~secure~~significant ~~future~~estimates ~~delivery,~~made ~~but~~by ~~prior~~management, toas ~~transfer~~well ofas ~~title~~evaluating ofthe ~~those~~overall ~~shipments,~~presentation ~~are~~of ~~recorded~~the asfinancial ~~prepaid~~statements. ~~inventory~~We ~~and~~believe ~~are~~our ~~included~~audits inprovide a ~~prepaid~~reasonable ~~expenses and~~basis ~~other~~for ~~current~~our ~~assets~~opinion.

	December 31, 2020		December 31, 2019
Prepaid services	$	5,524	$	1,049
Prepaid Rent		-		4,655
Prepaid inventory		-		50,310
	$	5,524	$	56,014

Critical Audit Matters

~~Note~~The 5critical –audit ~~Notes~~matter ~~Payable~~communicated ~~Other~~below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

OnAs ~~February~~discussed 6,in ~~2019~~Note 1, the Company ~~issued~~had a ~~promissory~~going ~~note~~concern indue to net losses from operations for the ~~amount~~year ofended ~~$150~~December 31,~~000,~~ ~~bearing~~2021 ~~interest~~and athad 4a working ~~percent~~capital ~~monthly~~deficit orand ~~the~~a ~~equivalent of~~stockholders’ 48deficit ~~percent~~as ~~per~~of ~~annum~~December ~~rate~~31, 2021. ~~The~~Auditing ~~note~~management’s ~~was~~evaluation ~~repaid~~of ina ~~full~~going concern ~~June~~can ~~2019.~~be ~~The~~a ~~Company~~significant ~~issued~~judgment togiven the ~~lender~~fact ~~26,965~~that ~~shares of~~ the Company~~’s common~~ ~~stock~~uses ~~value~~management atestimates ~~$20,224~~on ~~lieu~~future ofrevenues aand ~~cash~~expenses, ~~payment~~which are ofdifficult ~~interest~~to substantiate. ~~The~~To ~~shares~~evaluate ~~were~~the ~~valued~~appropriateness atof ~~$0.75~~the ~~per~~going ~~share~~concern, ~~being~~we ~~the~~examined ~~last~~and ~~price~~evaluated atthe financial information ~~which~~along ~~shares~~with ~~had~~management’s ~~been~~plans ~~sold~~to mitigate the going concern and management’s disclosure on going concern.

~~On February 22, 2019, the Company entered into a promissory note in the amount of $215,000. The note matured on December 31, 2019 and can be converted in shares of the Company’~~/s ~~common stock at $0.75 per share during the term of the note. The Company agreed to issue~~/ toM&K ~~the lender 150~~CPAS,~~000~~ shares of the Company’s common stock on or before December 31, 2019 as a one-time consideration for making the loan in lieu of a cash payment of interest. The common stock issuable under the term of the promissory note was valued at $112,500 with an effective interest rate of 88.5% and was amortized over the term of the note. Through December 31, 2019 approximately $112,500 has been amortized and recorded as Interest Expense. The lender in 2020 converted the promissory note into 286,667 shares of the Company’s common stock at the conversion price of $0.75 per share.PLLC

OnM&K ~~March 11~~CPAS, 2019, the Company issued a promissory note in the amount of $65,000. The note accrued interest at 5% every 45 days on the unpaid principal balance or the equivalent of 40.6% per annum rate. The promissory note was repaid in full on June 11, 2019. The Company issued to the lender 10,000 shares of the Company’s common stock valued at $7,500 in lieu of a cash payment of interest.PLLC

~~F-12~~We have served as the Company’s auditor since 2015

~~VERONI~~Houston, ~~BRANDS CORP.~~TX

~~Notes~~April to15, ~~Financial Statements~~2022

~~December 31, 2020 and 2019 (Restated)~~F-2

~~Note~~Veroni 5Brands, ~~– Notes Payable Other (Continued)~~Corp.

~~Under~~BALANCE the Small Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) loan. These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds. At the time of this filing, we anticipate a significant amount of this loan will be forgiven; however, the forgiveness application process is not yet complete. The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance. Unforgiven portions of these loans will be repaid over 5 years, accruing interest at 1% per annum. The PPP loan has a loan balance of $56,250 as December 31, 2020.SHEETS

~~Note~~December 631, –2021 ~~Contract~~and ~~Receivables Liability with Recourse~~2020

On February 21, 2019, the Company entered into a factoring agreement with Advance Business Capital d/b/a Interstate Capital for a term of one year. On September 11, 2019, the lender (now doing business as Triumph Business Capital), entered into an amended agreement with the Company which lowered the interest rate charged by the lender from 0.49% for every 10 days to Prime Rate (floor of 5.5%) plus 3%. As of December 31, 2020 and 2019 the Company owes $649,502 and $1,414,639, respectively for advances on their receivables. The Company bears all credit risk related to the receivables factored. The Company has given a security interest in substantially all of its assets and the president of the Company, a major shareholder, have guaranteed the debt.

	2021			2020
ASSETS
Current Assets
Cash & equivalents	$	4,091		$	116,730
Accounts Receivable, net allowance for doubtful accounts of $0 and $0, respectively		9,941			14,303
Contract Receivables with recourse		48,125			793,904
Inventory		7,724			550,657
Prepaid expenses and other current assets		103,369			5,524
Total Current Assets		173,250			1,481,118

Other Assets
Deposits		9,310			9,310
Right-of-use asset-operating, net		19,163			74,721
Total Other Assets		28,473			84,031

Total Assets	$	201,723		$	1,565,149


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	98,776		$	68,869
Accounts payable related party		606,580			783,417
Contract receivables liability with recourse		39,897			649,502
Accrued liabilities		148,174			134,137
Paycheck protection loans (PPP)		14,977			56,250
Contract liabilities		8,800			74,800
Short-Term lease liability-operating		15,134			56,939
Total Current Liabilities		932,338			1,823,914

Long-term Liabilities
Economic injury disaster loan (EIDL)		150,000			149,900
Long-Term lease liability-operating		-			15,134

Total Long-Term Liabilities		150,000			165,034

Total Liabilities		1,082,338			1,988,948

STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of December 31, 2021 and 2020		-			-
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 27,382,029 and 27,085,029 shares issued and outstanding as of December 31, 2021 and 2020, respectively		2,739			2,709
Additional paid-in capital		1,209,320			959,600
ACCUMULATED DEFICIT		(2,092,674	)		(1,386,108	)

Total Stockholders’ Deficit		(880,615	)		(423,799	)

Total Liabilities and Stockholders’ Deficit	$	201,723		$	1,565,149

~~Note~~The 7accompanying –notes ~~Long~~are ~~Term~~an ~~Debt~~integral part of these financial statements

~~On August 27, 2020 the Company received an Economic Injury Disaster Loan (EIDL) from the U.S. Small Business Administration SBA) in the amount of $150,000. The interest rate is~~ F-3.75% with payments of $731 beginning twelve month from the date of the loan. Interest is accrued monthly and payments are first applied to interest accrued to the date of receipt of payment and the balance, if any, will be applied to the principal. The balance of principal and interest is due 8/27/2050. As of December 31, 2020 the Company owes $149,900.

~~The~~Veroni ~~maturity of the EIDL loan as of December 31~~Brands, ~~2020 is as follows:~~Corp.

2021	$	-
2022		-
2023		2,181
2024		3,285
2025		3,410
Thereafter		141,024
	$	149,900

STATEMENTS OF OPERATIONS

~~Note~~For 8the –years ~~Stockholders’~~ended ~~Equity~~December 31, 2021 and 2020

The Board of Directors is authorized to issue preferred stock by series that will establish the number of shares to be included and fix the designation, powers, preferences and rights of the shares each such series and the qualifications, limitations or restrictions thereof. At December 31, 2020, the Company has not established any series of preferred stock.

	2021			2020

Revenue, net	$	3,205,063		$	5,581,764

Cost of sales, related party		1,690,690			3,961,711
Cost of sales		872,398			464,722
Total cost of sales		2,563,088			4,426,433
Gross profit		641,975			1,155,331

Warehouse and selling expenses		311,688			359,399
General and administrative expenses		1,251,034			1,175,040
Total operating expenses		1,562,722			1,534,439

Net income (loss) from operations		(920,747	)		(379,108	)

Other income (expense)
Interest expense		(10,722	)		-
PPP loan forgiveness		38,551			-
Factory reimburse for recall expense		184,848			-
Other income		1,504			-
Total other income (expense)		214,181			-
Income (loss) before income taxes		(706,566	)		(379,108	)

Income taxes		-			-

Net income (loss)	$	(706,566	)	$	(379,108	)

Net income (loss) per share:
Basic and diluted	$	(0.03	)	$	(0.01	)

Weighted average shares outstanding:
Basic and diluted		27,107,887			27,062,042

~~The Company~~* isless ~~authorized~~than to$.01 ~~issue~~per ~~100,000,000 shares of common stock and 20,000,000 shares of preferred stock.~~share

~~From January 1 to December 31, 2019 the Company issued 203,000 shares of common stock in consideration of cash proceeds of $152,250.~~ The ~~Company~~ ~~also~~accompanying ~~issued~~notes ~~29,997~~are ~~shares~~an ofintegral ~~common~~part ~~stock for services rendered with a value~~ of ~~$22,497~~these ~~and~~financial ~~issued 186,965 shares valued at $140,223 in lieu of a cash payment of interest.~~statements

During 2019, the Company redeemed 250,000 shares of common stock for $25,000 from two of the original founders of the Company. These shares were cancelled and restored to the status of authorized but unissued shares of common stock.F-4

~~F-13~~Veroni Brands, Corp.

~~VERONI~~STATEMENT ~~BRANDS~~OF ~~CORP.~~CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

~~Notes~~December to31, ~~Financial~~2021 ~~Statements~~and 2020

December 31, 2020 and 2019 (Restated)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2019		-	$	-		26,738,362	$	2,674	$	699,635	$	(1,007,000	)	$	(304,691	)

Issuance of common stock for services		-		-		60,000		6		44,994		-			45,000

Conversion of promissary note to common stock		-		-		286,667		29		214,971		-			215,000

Net loss for the year		-		-		-		-		-		(379,108	)		(379,108	)
Balance , December 31, 2020		-	$	-		27,085,029	$	2,709	$	959,600	$	(1,386,108	)	$	(423,799	)
Balance		-	$	-		27,085,029	$	2,709	$	959,600	$	(1,386,108	)	$	(423,799	)

Issuance of common stock for services		-		-		27,000		3		47,247		-			47,250
Issuance of common stock for services – related party		-		-		270,000		27		202,473		-			202,500

Net loss for the year		-		-		-		-		-		(706,566	)		(706,566	)
Balance , December 31, 2021		-	$	-		27,382,029		2,739		1,209,320		(2,092,674	)		(880,615	)
Balance		-	$	-		27,382,029		2,739		1,209,320		(2,092,674	)		(880,615	)

~~Note~~The 8accompanying –notes ~~Stockholders’~~are ~~Equity~~an ~~(Continued)~~integral part of these financial statements

From January 1 to December 31, 2020 the Company issued 60,000 shares of common stock in consideration of cash proceeds of $45,000. The Company also issued 286,667 shares of common stock for conversion of promissory note with a value of $215,000.F-5

AtVeroni ~~December 31~~Brands, ~~2020, the Company has no outstanding options or warrants~~Corp.

~~Note~~STATEMENTS 9OF ~~–Related~~CASH ~~Party Transactions~~FLOW

~~During~~For ~~2018, two significant shareholders of~~ the ~~Company~~twelve ~~advanced~~months ~~the~~ended Company $157,059. The advance was evidenced by two individual notes totaling $155,000 which were due on or before August 1, 2019 and a payable of $2,059. The two notes have a fixed interest fee of $1,000 for each of the notes. One shareholder was repaid in June 2019 on his promissory note and accrued interest, which totaled $61,000. In December ~~2019~~ ~~that shareholder paid $6~~31,~~276~~ of2021 ~~Company expenses~~ and ~~$14,726 of Company liabilities. In January~~ 2020 ~~the Company reimbursed the shareholder these amounts.~~

The due date for the second shareholder note was extended to be due on or before August 1, 2020, and as of December 31, 2019, $78,000 has been repaid leaving an outstanding loan balance of $17,000 and a payable of $4,370. Unpaid interest of $1,000 has been accrued as of December 31, 2019 for the remaining balance of the promissory note. The Company repaid the remaining principal and accrued interest in February 2020 and paid $2,311 of the outstanding payable in March 2020. At December 31, 2020 the related party balances were as follows:

	2021			2020

Cash flow from operating activities:
Net Loss	$	(706,566	)	$	(379,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for service		47,250			-
Common stock issued for service – related party		202,500			-
PPP loan forgiveness		(38,551	)		-

Changes in:
Trade accounts receivable		4,362			117,387
Allowance for doubtful accounts		-			(2,125	)
Contract receivables		745,779			760,606
Prepaid expenses and other current assets		(97,845	)		50,490
Inventory		542,933			59,990
Accounts payable		29,907			(115,792	)
Accounts payable related party		(176,837	)		235,806
Accrued liabilities		14,037			(80,679	)
Contract liabilities		(66,000	)		(68,233	)
ROU asset/liability		(1,381	)		(4,364	)
Net cash used in operating activities		499,588			573,978

Cash flows from financing activities:
Repayment of notes payable-related party		-			(62,371	)
Proceeds of notes payable-related party		-			20,000
Proceeds from PPP loans		-			56,250
Repayment of PPP loans		(2,722	)		-
Proceeds from issuance of Economic Injury Disaster loan		100			150,000
Proceeds from issuance of common stock		-			45,000
Proceeds from (repayment of) contract receivables with recourse		(609,605	)		(765,137	)
Net cash provided by financing activities		(612,227	)		(556,258	)

Net change in cash		(112,639	)		17,720

Cash at the beginning of the year		116,730			99,010

Cash at the end of the year	$	4,091		$	116,730

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	1,569		$	-

Non-cash investing and financing activities Conversion of promissory note debt discount	$	-		$	215,000

	December 31, 2020		December 31, 2019
Loans	$	-	$	18,000
Accounts payable		-		25,370
Total related party	$	-	$	43,370

The accompanying notes are an integral part of these financial statements

During the year ended December 31, 2020, one of the significant shareholders paid certain expenses on behalf of the Company from time to time. These amounts were repaid during the year and no amount was owed to the shareholder at December 31, 2020.F-6

~~The~~VERONI ~~Company~~BRANDS is purchasing all of its chocolate products from Millano Group, a related party (controlled by the father of a major shareholder), and owed $783,417 and $546,612 at December 31, 2020 and 2019, respectivelyCORP. ~~The balance is reflected in accounts payable related party.~~

~~Note~~Notes 10to –Financial ~~Income Taxes~~Statements

~~The~~December ~~Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes~~31, ~~which~~2021 ~~seeks to reduce the diversity in practice associated with the accounting~~ and reporting for uncertainty in income tax positions. This interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.2020

FNote 1 -14 Nature of Operations and Financial Condition

~~VERONI~~Veroni ~~BRANDS~~Brands ~~CORP~~Corp. (the “Company”) was incorporated on December 7, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisition.

~~Notes~~The Company has been formed to ~~Financial~~acquire, ~~Statements~~operate, develop, grow and import premium European products into the U.S. market. Veroni Brands was created to search out desirable premium products across Europe and make them accessible to discerning consumers in the U.S. Veroni Brands strives to import the extraordinary and delight its consumers with experiences that had previously only been attainable in Europe. In January 2018, the Company became an exclusive importer and distributor of “Iron Energy” by Mike Tyson. The beverage became available to consumers in select Chicago area markets in May 2018 in three different flavors such as “Mojito,” “Zero Sugar” and “Original.” During 2019, the Company built the distribution of the Iron Energy product nationwide. Beginning in February 2019, the Company expanded its import and distribution network with the distribution of chocolate products and significantly grew its sales and distribution volumes. The Company entered into long term supply agreements with major U.S national retailers to import chocolate products under “Private Label Brands” that are currently being sold in over 20,000 retail locations across the U.S. The Company takes pride in the variety of consumer products it imports and is proud to share them with its consumers nationwide. The Company’s recent expansion of the import and distribution of snacks, chocolate and chocolate related products that are currently being sold to U.S. national retailers presents the Company with a substantial growth opportunity to introduce to its retail partners to many other consumer products and to increase its network of retailers.

~~December~~Going ~~31, 2020 and 2019 (Restated)~~Concern

~~Note~~The 10Company –has ~~Income~~generated ~~Taxes~~revenue this year of approximately $3.2 million and incurred a net loss of $706,566 for the year ending December 31, 2021 and has an accumulated deficit of $2,092,674 since its inception. As of December 31, 2021, the Company had a cash balance available of approximately $4,091 and working capital of (~~Continued~~$759,089) which is not sufficient to meet its operating requirements for the next twelve months. Therefore, the Company’s ability to continue as a going concern is dependent on its ability to grow its revenue and generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

~~Significant components~~In ofaddition to importing products from ZWC Millano, the Company’s ~~deferred~~has ~~tax~~recently ~~assets~~established ~~were~~relationships with other European manufacturers that can manufacture wide range of “panned” products, meaning those that are coated with a sugar syrup and/or chocolate, such as ~~follows~~nuts, ~~for~~raisin, ~~the~~pretzels, ~~year~~fruits ~~ended~~and ~~December~~many 31other “panned” and healthy snacks items as well as chocolate bars, ~~2020~~multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and ~~2019:~~many other products to support demand of the Company’s national retailers.

	December 31, 2020			December 31, 2019
Deferred tax assets:
Net operating loss carryforward	$	321,981		$	214,359
Total deferred tax assets	$	321,981		$	214,359
Deferred tax liabilities		-			-
Total deferred tax liabilities		-			-
Net deferred tax assets (liabilities)		321,981			214,359
Less valuation allowance		(321,981	)		(214,359	)
Net deferred tax assets (liabilities)	$	-		$	-

The Company is continuing to evaluate various financing options in order to continue the funding of the expansion of its operations, the products being offered and its customer base.

AtThe ~~December~~accompanying ~~31,~~financial ~~2020~~statements ~~the~~have ~~Company~~been ~~had~~prepared ~~net~~assuming ~~operating~~that ~~loss~~the ~~carryforwards~~Company ~~for~~will ~~federal~~continue ~~and~~as ~~state~~a ~~income~~going ~~tax~~concern; ~~purposes~~however, ofthe ~~approximately~~above ~~$1,264,558.~~condition ~~The~~raises ~~federal~~substantial ~~and~~doubt ~~state~~about ~~net~~the ~~operating~~Company’s ~~loss~~ability ~~carryforwards~~to ~~will~~continue ~~expire~~as ~~beginning~~a ingoing ~~2037~~concern. The ~~income~~financial ~~tax~~statements ~~expense~~do ~~(benefit)~~not ~~consisted~~include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications ~~following~~of ~~for~~liabilities that may result should the ~~years~~Company ~~ended~~be ~~December~~unable ~~31,~~to ~~2020~~continue ~~and~~as ~~2019:~~a going concern.

		2020		2019
Total current	$	-	$	-
Total deferred	$	-	$	-

F-7

~~Deferred~~VERONI ~~income~~BRANDS ~~taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes~~CORP. ~~The following is a reconciliation of the expected statutory federal income tax provision (21 percent) to the actual income tax benefit for the years ended December 31, 2020 and 2019:~~

	2020			2019
Federal statutory rate (benefit)	$	(80,000	)	$	(147,000	)
State tax (benefit), net of federal benefits		(28,000	)		(53,000	)
Permanent differences		-			-
Change in valuation allowance		108,000			200,000
	$	-		$	-

Notes to Financial Statements

Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, ~~2020~~2021 and ~~2019, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.~~2020

~~F-15~~Note 2 – Summary of Significant Accounting Policies

~~VERONI BRANDS CORP.~~Reclassifications

~~Notes~~Certain reclassifications have been made in the 2020 financial statements to ~~Financial~~conform ~~Statements~~to the 2021 presentation. These reclassifications have no effect on net loss for 2020.

~~December 31, 2020 and 2019 (Restated)~~Advertising

~~Note~~The ~~11–~~Company’s ~~Office~~policy ~~Lease~~is to expense advertising costs as incurred. Advertising expense for the year ending December 31, 2021 and 2020 is $4,231 and $30,935, respectively.

OnUse February 4, 2019, the Company entered into a sublease for office space located in Bannockburn, Illinois, with an unrelated third party. The sublease terminates on May 31, 2022. The sublease requires annual rent of $55,860 for the first year of the sublease, $57,536 for the second year, $59,262 for the third year, and $61,040 for the last year. Rent for the years ending December 31, 2020 and 2019 was $53,031 and $52,256, respectively. The Company also paid a security deposit of $9,310, which is reflected in Other Assets - Deposits As of December 31, 2020, our right of use asset and related liability was $74,721 and $72,073, respectively.Estimates

InThe ~~determining~~preparation ~~the~~of ~~present~~financial ~~value~~statements ofin ~~our~~conformity ~~operating~~with ~~lease~~GAAP ~~right-~~requires management to make estimates and assumptions that affect the reported amounts of~~-use~~ ~~asset~~assets and ~~liability,~~liabilities weand ~~used~~disclosure aof ~~discount~~contingent ~~rate~~assets and liabilities at the date of 5%the ~~(which~~financial ~~approximates~~statements, and the ~~our~~reported ~~borrowing~~amounts ~~rate)~~of revenues and expenses during the reporting periods. ~~The~~Significant ~~remaining~~items ~~term~~subject onto such estimates and assumptions include the ~~lease~~carrying isamount 1of inventory and associated reserves, and allowances and reserves in regards to receivables and revenue.42 ~~years~~Actual results could differ from those estimates.

~~The~~Revenue ~~annual rent per the sublease is as follows:~~Recognition

2021	$	59,107
2022		15,110
	$	74,217

The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU Topic 606. The Company has adopted the new standard on January 1, 2019 and has used the modified retrospective method. The majority of the Company’s business is ship and bill. Based on our analysis, the Company did not identify a cumulative effect adjustment to retained earnings at December 31, 2018. The Company recognizes revenue in accordance with the five-step model as prescribed by ASU 606 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 12 for revenue disaggregated by product line.

~~Note~~The ~~12–~~Company ~~Revenue~~recognizes revenue from the sale of products when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in warehouse and selling expenses.

~~During~~Payments ~~the~~that ~~year~~are ~~ended~~received ~~December~~before ~~31,~~performance ~~2020,~~obligations ~~the~~are ~~Company~~recorded ~~had~~are ~~two~~shown ~~customers~~as ~~whose~~current ~~sales accounted for approximately 77% of revenue~~liabilities.

~~The~~Cash ~~following~~and ~~table~~Cash ~~presents revenues by product line for the years ended December 31:~~Equivalents

	2020		2019
Chocolate	$	5,581,645	$	6,570,709
Energy drinks	$	119	$	108,081
Totals	$	5,581,764	$	6,678,790

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less.

~~Note~~Shipping ~~13– Commitments and Contingencies~~Costs

~~The~~Costs ~~Company’s~~associated ~~operations~~with ~~are~~shipping ~~subject~~product to ~~the~~customers ~~Federal~~aggregating ~~Food,~~approximately ~~Drug~~ $234,422 and ~~Cosmetic~~$206,052 ~~Act;~~for the ~~Bioterrorism~~years ~~Act;~~ended ~~and~~December ~~regulations created by the~~31, ~~U.S.~~2021 ~~Food~~ and ~~Drug Administration (“FDA”). The FDA regulates manufacturing and holding requirements for foods~~2020, ~~specifies the standards of identity for certain foods and prescribes the format and content of certain information that must appear on food product labels. In addition~~respectively, ~~the~~is ~~published~~included ~~applicable~~in ~~rules~~warehouse ~~under the Food Safety Modernization Act (“FSMA”) regulates food products imported into the United States~~ and ~~provides~~selling ~~the FDA with mandatory recall authority~~expenses.

For the purchase of products harvested or manufactured outside the United States, and for the shipment of products to customers located outside of the United States, the Company is subject to customs laws regarding the import and export of shipments. The Company’s activities, including working with customs brokers and freight forwarders, are subject to regulation by U.S. Customs and Border Protection, part of the Homeland Security.F-8

OnVERONI ~~June~~BRANDS 17, 2019, The Scale Effect Company d/b/a Mant Logistics filed an amended complaint in the United States District Court for the Northern District of Illinois naming as defendants the Company, Baron Chocolatier, IncCORP. and two significant shareholders of the Company. The action was originally against Baron Chocolatier only, alleging that Baron did not pay for shipping and logistics services in the amount of $277,233, plus accrued interest. The complaint was amended to allege that the Company is a successor corporation and continuation of Baron Chocolatier, thereby making the Company liable for the debts and liabilities of Baron, and that Baron is an alter ego for the Company and the Company’s two significant shareholders. No trial date has been scheduled. The parties are still in the discovery stage, as the pandemic and a reassignment of the case to a new judge caused delays. The Company intends to vigorously defend in this lawsuit.

~~F-16~~Notes to Financial Statements

~~VERONI~~December ~~BRANDS~~31, ~~CORP.~~2021 and 2020

~~Notes~~Concentration toof ~~Financial Statements~~Risk

~~December~~Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, ~~2020~~2021 and ~~2019~~2020, ~~(Restated)~~respectively.

Note 132 – ~~Commitments~~Summary ~~and~~of ~~Contingencies~~Significant Accounting Policies (Continued)

InAccounts ~~March~~Receivable ~~2021,~~and ~~Crossmark~~Concentration ~~Inc. initial a lawsuit in the Circuit Court~~ of ~~Cook~~Credit County, Illinois, against the Company, seeking to collect payment for services rendered. The Company had entered into an agreement with Crossmark to promote the sale of the Iron Energy products which the Company had distributed. Crossmark alleges that $100,000 plus costs and attorneys’ fees are owed by the Company. The default judgment entered in this case has been vacated and the Company intends to defend in this lawsuit. The Company has accrued $100,000 in 2019 as a reserve for this liability.Risk

~~Note~~Accounts 14receivable –are ~~Explanation~~recorded at the invoiced amounts less an allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s estimate of ~~our~~the ~~Restatement~~amount of probable credit losses in its accounts receivable. The Company determines the allowance for doubtful accounts based upon an aging of accounts receivable, historical experience and management judgment. Accounts receivable balances are periodically reviewed for collectability, and balances are charged off against the allowance when the Company determines that the potential for recovery is remote. An allowance for doubtful accounts of approximately $-0- and $-0- is reserved as of December 31, 2021 and 2020, respectively.

~~The~~We ~~Company~~are ~~restating~~exposed ~~its~~to ~~Annual~~credit ~~Report~~risk ~~for~~in the ~~Annual~~normal ~~period~~course ~~ended~~of ~~December 31~~business, ~~2019,~~primarily ~~which~~related ~~was~~to ~~filed~~accounts ~~with~~receivable. ~~the~~To ~~Securities~~limit ~~and~~credit ~~Exchange~~risk, ~~Commission~~management ~~(“SEC”)~~periodically onreviews ~~April~~and ~~14,~~evaluates ~~2020 (~~the ~~“Original~~financial ~~Report”).~~condition ~~The~~of ~~financial~~its ~~statements~~customers ~~contained~~and inmaintains ~~our~~an ~~Annual~~allowance ~~Report~~for ~~on Form~~doubtful ~~10-K~~accounts. ~~for~~For the year ended December 31, ~~2019~~2021, ~~require~~we ~~restatement~~had inone ~~order~~customer towho ~~correct~~comprised ~~the~~approximately ~~presentation~~97% ofor a$46,795 ~~note~~of ~~payable~~our ~~that~~contract ~~was~~receivables ~~incorrectly~~with recourse ~~classified~~and astwo ~~equity,~~customers ~~record~~who ~~the~~comprised ~~right-~~approximately 100% or $9,941 of~~-use~~ ~~asset~~our toaccounts ~~comply~~receivable. ~~with~~For ~~ASC~~the ~~842~~year ~~and~~ended ~~accrue~~December ~~$100~~31,~~000~~ ~~for~~2020, ~~the~~we ~~Crossmark~~had one ~~lawsuit~~customer towho ~~comply~~comprised ~~with ASC~~approximately ~~450~~57% asor ~~stated~~$617,272 inof ~~Note~~our ~~13.~~contract ~~The~~receivables ~~changes~~with inrecourse ~~our~~and ~~consolidated~~two ~~financial~~customers ~~statements~~who ~~are~~comprised ~~summarized~~approximately 100% or $14,303 ~~below~~of our accounts receivable.

~~F-17~~For the year ended December 31, 2021, we had two customers with sales in excess of 10% of our revenue and they represented 77% of our revenue. For the year ended December 31, 2020, we had two customers with sales in excess of 10% of our revenue and they represented 65% of our revenue.

~~Veroni~~One ~~Brands~~of ~~Corp~~these customers had sales of approximately $1,211,000 and $2,405,000 in 2021 and 2020, respectively. Per note 15, the Company was not selected as a vendor for 2021 for this customer.

~~BALANCE SHEETS~~F-9

~~December~~VERONI ~~31,~~BRANDS ~~2019~~CORP.

	As Originally Reported			Adjusted			As Restated
ASSETS
Current Assets
Cash & equivalents	$	99,010		$	-		$	99,010
Accounts Receivable, net allowance for doubtful accounts of $0 and $2,125 respectively		129,565						129,565
Contract Receivables with recourse		1,554,510						1,554,510
Inventory		610,647						610,647
Prepaid expenses and other current assets		56,014						56,014
Total Current Assets		2,449,746			-			2,449,746
Other Assets
Deposits		9,310						9,310
Right-of-use asset-operating, net		0			122,856			122,856
Total Other Assets		9,310			122,856			132,166
Total Assets	$	2,459,056		$	122,856		$	2,581,912
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	184,561		$	-		$	184,561
Accounts payable related party		546,612						546,612
Notes payable		-			215,000			215,000
Notes payable - related parties including interest		43,370						43,370
Contract receivables liability with recourse		1,414,639						1,414,639
Accrued liabilities		114,816			100,000			214,816
Contract liabilities		143,033						143,033
Short-Term lease liability-operating		-			52,499			52,499
Total Current Liabilities		2,447,031			367,499			2,814,530
Long-term Liabilities
Deferred Rent		1,716			(1,716	)
Economic injury disaster loan (EIDL)		-			-			-
Long-Term lease liability-operating		-			72,073			72,073
Total Long-Term Liabilities		1,716			70,357			72,073
Total Liabilities		2,448,747			437,856			2,886,603
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.0001 par value; 20,000,000 shares authorized; none outstanding as of December 31, 2020 and 2019		-						-
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 27,085,029 and 26,738,362 shares issued and outstanding as of December 31, 2020 and 2019, respectively		2,703			(29	)		2,674
Additional paid-in capital		914,606			(214,971	)		699,635
ACCUMULATED DEFICIT		(907,000	)		(100,000	)		(1,007,000	)
Total Stockholders’ Deficit		10,309			(315,000	)		(304,691	)
Total Liabilities and Stockholders’ Deficit	$	2,459,056		$	122,856		$	2,581,912

Notes to Financial Statements

~~The~~December ~~accompanying~~31, ~~notes~~2021 ~~are~~and ~~an integral part of these financial statements~~2020

~~F-18~~Distribution Agreements and Supplier Concentration

~~Veroni~~At ~~Brands~~the ~~Corp~~beginning of 2019, the Company established relationships with other European manufacturers that can manufacture a wide range of “panned” products such as nuts, raisin, pretzels, fruits and many other “panned” and healthy snacks items, as well as chocolate bars, multi-flavor truffles, sticks, chocolate cups, 5-bites, chocolate covered gummies, chocolate Easter eggs, custom Christmas chocolate figures as well as Advent calendars and many other products to support demand from the Company’s national retailers.

~~STATEMENTS~~Note OF2 ~~OPERATIONS~~– Summary of Significant Accounting Policies (Continued)

~~For~~Vendor ~~the year ended December 31, 2019~~Concentration

	As Originally Reported			Adjusted			As Restated
Revenue, net	$	6,678,790		$	-		$	6,678,790
Cost of sales, related party		5,197,938						5,197,938
Cost of sales		620,500						620,500
Total cost of sales		5,818,438			-			5,818,438
Gross profit		860,352			-			860,352
Warehouse and selling expenses		646,249						646,249
General and administrative expenses		673,557			100,000			773,557
Total operating expenses		1,319,806			100,000			1,419,806
Net loss from operations		(459,454	)		(100,000	)		(559,454	)
Other expense
Interest expense		140,359						140,359
Interest expense - related party		1,000						1,000
Total interest expense		141,359			-			141,359
Loss before income taxes		(600,813	)		(100,000	)		(700,813	)
Income taxes		-			-			-
Net Loss	$	(600,813	)	$	(100,000	)	$	(700,813	)
Net loss per share:
Basic and diluted	$	(0.02	)	$	1.66		$	(0.03	)
Weighted average shares outstanding:
Basic and diluted		26,799,927			(60,074	)		26,739,853

Currently, the Company is sourcing all its chocolate products and snacks from the Millano Group, a related party. The Company has not entered into a distributor agreement but is currently negotiating an agreement with Millano Group. The Company, due to relationships with other European manufacturers could find other sources to replace its chocolate and snack products if the Company were to terminate Millano Group as it’s suppler for chocolate products. Total purchases in 2021 and 2020 were approximately $1,690,690 and $3,961,711, respectively which represents 100% and 100% of product purchases, respectively.

~~The~~Income ~~accompanying notes are an integral part of these financial statements~~Taxes

~~F-19~~Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not

~~Veroni~~be ~~Brands~~realized. ~~Corp~~As of December 31, 2021 and 2020, there were no net deferred tax assets, as the Company established a 100% valuation allowance, due to the uncertainty of the realization of net operating loss carryforwards prior to their expiration.

~~STATEMENT~~Loss OFPer ~~CHANGES~~Common ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)~~Share

~~December~~Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, ~~2020~~2021 and ~~2019~~2020, there are no outstanding dilutive securities.

											Additional						Total
	Preferred Stock				Common Stock						Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2018		-		-		26,568,400		$	2,656		$	409,683		$	(306,187	)	$	106,152
Issuance of common stock for services		-		-		29,997			3			22,494						22,497
Issuance of common stock for cash		-		-		203,000			21			152,229			-			152,250
Issuance of common stock, in lieu of interest		-		-		186,965			18			140,205			-			140,223
Conversion of promissary note to common stock		-		-		286,667			29			214,971						215,000
Redemption and cancellation of shares		-		-		(125,000	)		(12	)		(24,988	)					(25,000	)
Cancellation of shares		-		-		(125,000	)		(12	)		12						-
Net Loss for the year		-		-		-			-			-			(700,813	)		(700,813	)
Balance, December 31 2019 (Original)		-		-		27,025,029			2,703			914,606			(1,007,000	)		(89,691	)
Reverse conversion of promissory note to common stock		-		-		(286,667	)		(29	)		(214,971	)		-			(215,000	)
Balance, December 31, 2020 (Restated)		-	$	-		26,738,362		$	2,674		$	699,635		$	(1,007,000	)	$	(304,691	)

Fair Value of Financial Instruments

The ~~accompanying~~Company ~~notes~~follows ~~are~~guidance anfor ~~integral~~accounting ~~part~~for fair value measurements of ~~these~~financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

~~F-20~~Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

~~Veroni~~Level ~~Brands~~2 ~~Corp~~inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

~~STATEMENTS~~Level OF3 ~~CASH~~inputs ~~FLOW~~are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

~~December~~The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents and accounts payable approximate their fair values at December 31, ~~2019~~2021 and 2020 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

	As Originally Reported			Adjusted			As Restated
Cash flow from operating activities:
Net Loss	$	(600,813	)	$	(100,000	)	$	(700,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for service		22,496						22,496
Amortization of debt discount		140,224			(27,724	)		112,500
Expenses paid by shareholder		11,586			(11,586	)		-
Changes in:
Trade accounts receivable		(108,582	)					(108,582	)
Allowance for doubtful accounts		(7,823	)					(7,823	)
Contract Receivables		(1,554,510	)					(1,554,510	)
Prepaid expenses and other current assets		50,303						50,303
Inventory		(402,278	)					(402,278	)
Deposits		(9,310	)					(9,310	)
Accounts payable		155,574			(14,593	)		140,981
Accounts payable related party		546,612						546,612
Accrued liabilities		65,894			100,001			165,895
Contract liabilities		143,033						143,033
ROU asset/liability		1,716						1,716
Net cash used in operating activities		(1,545,878	)		(53,902	)		(1,599,780	)
Cash flows from financing activities:
Repayment of shareholders loans		(140,000	)		-			(140,000	)
Repayment of notes payable		(65,000	)		(150,000	)		(215,000	)
Proceeds from issuance of notes payable		280,000			203,902			483,902
Proceeds from issuance of common stock		152,250			-			152,250
Proceeds from (repayment of) contract receivables with recourse		1,414,639			-			1,414,639
Net cash provided by financing activities		1,641,889			53,902			1,695,791
Net change in cash		96,011						96,011
Cash at the beginning of the year		2,999						2,999
Cash at the end of the year	$	99,010		$	-		$	99,010
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	1,000		$	-		$	1,000
Non-cash investing and financing activities
Conversion of promissory note debt discount	$	112,500		$	-		$	112,500
Redemption and cancellation of shares	$	25,000		$	-		$	25,000
Interest converted to common stock	$	27,591		$	-		$	27,591
Adoption of ASC 842	$	169,655		$	-		$	169,655

F-10

~~The~~VERONI ~~accompanying~~BRANDS ~~notes are an integral part of these financial statements~~CORP.

~~F-21~~Notes to Financial Statements

~~Note~~December 1531, –2021 ~~Subsequent~~and ~~Events~~2020

InNote ~~February~~2 ~~2021,~~– ~~the~~Summary ~~Company entered into a consulting agreement with a firm to provide strategic business planning services for a period~~ of ~~six~~Significant ~~months~~Accounting inPolicies ~~consideration for the issuance of 27,000 restricted shares of common stock.~~(Continued)

InShare-Based ~~April 2021, the Company received a letter from one of its significant customers stating that the Company was not selected as a vendor for 2021.~~Compensation

InThe ~~June~~Company ~~2021,~~accounts ~~the~~for ~~Company~~stock-based ~~entered~~compensation ~~into~~issued ~~storage~~to non-employees and ~~procurement~~consultants ~~distribution~~in ~~agreement~~accordance with athe ~~transportation~~provisions ~~company~~of ASC 505-50, Equity–Based Payments to ~~store~~Non-Employees. ~~the~~Measurement ~~chocolate products,~~of asshare-based ~~well~~payment astransactions ~~fulfill~~with ~~the~~non-employees ~~purchase~~is ~~orders~~based ~~from~~on the fair ~~Company’s~~value ~~customers.~~of ~~The~~whichever ~~agreement~~ is ~~for~~more reliably measurable: (a) ~~term~~the ofgoods ~~two~~or ~~years~~services ~~from~~received; or (b) the equity instruments issued. The fair ~~date~~value of ~~first~~the ~~inbound~~share-based ~~receipt~~payment ~~and~~transaction ~~may~~is bedetermined ~~terminated~~ at the ~~option~~earlier of ~~the~~performance ~~Company~~commitment ~~upon~~date 60or ~~days’~~performance ~~notice~~completion date. In June 2018, the Financial Accounting Standards Board adopted Accounting Standards Update 2018-07 Compensation – Stock

FCompensation (Topic 718): Improvements to Nonemployee Share-22Based Payment Accounting. In that update, ASC 505 has been rescinded in its entirety and share based compensation issued to nonemployees will now fall under ASC 718 and its associated fair value measurements. Due to the Emerging Growth Company (see below) status of the Company, the Company has adopted the update on January 1, 2020.

~~Item~~Emerging Growth ~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~Company

OnThe ~~January~~Company ~~18,~~has ~~2021,~~elected to be an emerging growth company as defined under the ~~Company~~Jumpstart ~~dismissed~~Our LBusiness JStartups ~~Soldinger~~Act ~~Associates,~~of ~~LLC~~2012 (“~~Soldinger~~Jobs Act”). Included aswith ~~its~~this ~~independent~~election, ~~registered~~the ~~public accounting~~Company ~~firm.~~has ~~Other~~also ~~than~~elected asto ~~noted~~use inthe provisions within the ~~paragraph~~Jobs ~~below,~~Act that allow companies that go public to continue to use the ~~report~~private ofcompany ~~Soldinger~~adoption ondate rules for new accounting policies. Should the Company’s ~~financial~~obtain ~~statements~~revenues ~~for~~in excess ~~the~~of ~~years~~$1 ~~ended~~billion ~~December~~on 31an annual basis, ~~2019~~have ~~and~~its ~~2018~~non-affiliated ~~did~~market ~~not~~capitalization ~~contain~~increase anto ~~adverse~~over ~~opinion~~$700 ormillion ~~disclaimer~~as of ~~opinion~~the last day of its second quarter, ~~and~~or ~~such~~raise ~~reports~~in ~~were~~excess ~~not~~of ~~qualified~~ $1 billion in public offerings of its equity or ~~modified~~instruments asdirectly toconvertible ~~audit~~into ~~scope~~its equity, it orwill ~~accounting~~forfeit ~~principles~~its status under the Jobs Act as an emerging growth company.

~~The~~Recent ~~report~~Accounting of Soldinger on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018 contained explanatory paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company had recurring losses from operations, and an accumulated deficit, low working capital and cash balances that raised substantial doubt about its ability to continue as a going concern.Pronouncements

~~During~~In ~~the~~January ~~fiscal~~2017, ~~years~~the ~~ended~~FASB ~~December~~issued 31ASU 2017-04, ~~2019~~Intangibles ~~and~~- ~~2018~~Goodwill and ~~through~~Other (Topic 350): Simplifying the ~~interim~~Test ~~period~~for ~~ended~~Goodwill Impairment. ~~January~~The ~~18,~~update ~~2021,~~simplifies ~~there~~the ~~were~~measurement noof ~~“disagreements”~~goodwill by eliminating Step 2 from the goodwill impairment test. The annual ~~(as~~or ~~such~~interim ~~term~~goodwill impairment test is ~~defined~~performed inby ~~Item~~comparing ~~304~~the fair value of ~~Regulation~~a ~~S-K)~~reporting unit with ~~Soldinger~~its oncarrying ~~any~~amount. ~~matter~~An ofimpairment charge ~~accounting~~should ~~principles~~be orrecognized ~~practices,~~for ~~financial~~the amount by which the carrying amount exceeds the reporting unit’s fair value. The update also ~~statement~~eliminates ~~disclosure~~the orrequirements ~~auditing~~for ~~scope~~any reporting unit with a zero or ~~procedure,~~negative ~~which~~carrying ~~disagreements~~amount to perform a qualitative assessment and, if it ~~not~~fails ~~resolved~~that qualitative test, to ~~Soldinger’s~~perform ~~satisfaction,~~Step ~~would~~2 ~~have~~of the goodwill impairment test. An entity still has the option to perform the qualitative ~~caused~~assessment itfor a reporting unit to ~~make~~determine ~~reference~~if ~~thereto~~the inquantitative ~~its~~impairment ~~reports~~test is necessary. The update should be applied on ~~the~~a prospective basis. The Company’s ~~financial~~has ~~statements~~elected provisions of ASU 2017-04 which are effective for ~~such~~the ~~periods~~fiscal years beginning after December 15, 2019.

On January 20, 2021, the Company engaged M&K CPA, PLLC (“M&K”) as the registered independent public accountant for the fiscal year ended December 31, 2020. The decision to appoint M&K was approved by the Company’s Board of Directors on January 20, 2021.F-11

~~During~~VERONI ~~the~~BRANDS Company’s two most recent fiscal years and the subsequent interim period up through the date of engagement of M&K (January 20, 2021), neither the Company nor anyone on its behalf consulted M&K regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statementsCORP. Further, M&K has not provided the Company with written or oral advice that was an important factor that the Company considered in reaching a decision as to any accounting, auditing or financial reporting issues.

~~Item~~Notes to ~~9A.~~Financial ~~Controls and Procedures.~~Statements

~~Evaluation~~December of31, ~~Disclosure~~2021 ~~Controls~~ and ~~Procedures and Changes in Internal Controls~~2020

WeNote ~~maintain~~3 ~~disclosure~~– controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.Inventory

AsFinished ofGoods ~~December~~inventory ~~31,~~consist ~~2020, our management carried out an evaluation~~ of ~~the~~chocolates, ~~effectiveness of our disclosure controls~~ and ~~procedures~~related asproducts ~~such term~~imported isfrom ~~defined~~Poland ~~in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, the President~~ and ~~Chief Financial Officer~~is ~~concluded~~stated ~~that~~at the ~~Company’s~~lower ~~disclosure controls and procedures were not effective as~~ of ~~December~~actual ~~31,~~cost ~~2020~~(first-in, ~~because~~first-out ofmethod) ~~the~~or ~~identification of~~net ~~the~~realizable ~~material weakness in internal control over financial reporting described below~~value. ~~Notwithstanding~~Inventory ~~the~~cost ~~material~~includes ~~weakness~~all ~~that~~freight ~~existed~~(ocean, asair ~~of December 31, 2020, our President~~ and ~~Chief~~truck) ~~Financial~~costs ~~Officer~~to ~~has concluded that~~ the ~~financial statements included in this Annual Report on Form 10-K present fairly~~warehouse, inimport ~~all material respects~~duties, ~~the~~regulatory ~~financial position, results of operations~~ and ~~cash~~miscellaneous ~~flows~~fees. ofInventory ~~the~~is ~~Company and~~as ~~its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”).~~follows:

14 Schedule of Inventory

Management’s Report on Internal Control over Financial Reporting

	December 31, 2021		December 31, 2020

Finished goods – in warehouse	$	7,724	$	550,657

~~Our~~Note ~~management~~4 is– ~~responsible~~Prepaid for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:Expenses

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; ● Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.Prepaid inventory

~~Because~~The ofCompany’s ~~its~~foreign ~~inherent~~suppliers ~~limitations,~~will ~~internal~~generally ~~control~~require ~~over~~that ~~financial~~the ~~reporting~~Company ~~may~~pay ~~not~~in ~~prevent~~advance orof ~~detect~~an ~~misstatements.~~inventory Itshipment ~~should~~to beit ~~noted~~from ~~that~~Europe. ~~any~~The ~~system~~Company’s ofcurrent ~~internal~~agreement ~~control,~~with ~~however~~FoodCare ~~well~~includes ~~designed~~provisions ~~and~~in ~~operated,~~which ~~can~~title ~~provide~~for ~~only~~the ~~reasonable,~~inventory ~~and~~passes ~~not~~upon ~~absolute,~~FoodCare ~~assurance that the~~loading ~~objectives~~the ofproduct ~~the~~onto ~~system~~truck ~~will~~transport befor ~~met.~~delivery ~~Also,~~to ~~projections~~the ofseaport ~~any~~in ~~evaluation~~Poland. ofAmounts ~~effectiveness~~transferred to ~~future~~the ~~periods~~Company’s ~~are~~suppliers ~~subject~~ to ~~the risk~~secure ~~that~~future ~~controls~~delivery, ~~may~~but ~~become~~prior ~~inadequate~~to ~~because~~transfer of ~~changes~~title inof ~~conditions~~those shipments, orare ~~that~~recorded ~~the~~as ~~degree~~prepaid ofinventory ~~compliance~~and ~~with~~are ~~the~~included ~~policies~~in orprepaid ~~procedures~~expenses ~~may~~and ~~deteriorate~~other current assets.

~~Under the~~ Schedule ~~supervision and with the participation~~ of ~~our~~Prepaid management, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 1992, as of December 31, 2020.Expenses

As a result of our material weakness described below, management has concluded that, as of December 31, 2019, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

	December 31, 2021		December 31, 2020

Prepaid services	$	-	$	5,524
Prepaid Packaging		28,318		-
Prepaid inventory		75,051		-
Total prepaid expenses	$	103,369	$	5,524

~~Material~~Note ~~Weakness~~5 in– ~~Internal~~Notes ~~Control~~Payable ~~over Financial Reporting~~Other

AUnder ~~material~~the ~~weakness~~Small isBusiness aAdministration ~~deficiency~~(“SBA”), orthe ~~combination~~Company ofapplied ~~deficiencies~~for inthe ~~internal~~Paycheck ~~control~~Protection ~~over~~Program ~~financial~~(“PPP”) ~~reporting~~loan. These loans are forgiven if used for payroll, ~~such~~payroll ~~that~~benefits, ~~there~~including ishealth ainsurance ~~reasonable~~and retirement plans, as well as certain rent payments, ~~possibility~~leases, ~~that~~and autility ~~material~~payments, ~~misstatement~~which are limited to 40% of the ~~Company’s~~loan ~~annual~~proceeds, orall ~~interim~~of ~~financial~~which ~~statements~~if ~~will~~paid ~~not~~within beeither ~~prevented~~8 weeks or ~~detected~~24 weeks of onthe areceipt ~~timely~~of ~~basis~~the loan proceeds. InThe ~~connection~~SBA ~~with~~forgave ~~its~~$38,550 of principal ~~assessment~~and $558 of interest on May 1, ~~management~~2021 ~~identified~~The ~~the~~unforgiven ~~following~~portion ~~material~~will ~~weaknesses~~be repaid over 6 months with a maturity date of May 4, 2022 at an interest rate of 1% per annum. The PPP loan has a loan balance of $14,977 as December 31, ~~2020:~~2021.

●Note 6 ~~There~~– isContract aReceivables ~~lack~~Liability ~~of segregation of duties within the accounting and financial reporting process along~~ with the proper safeguards to prevent the management override of controls, as the Company has only one executive officer. ● Since we use external consultants to prepare our financial statements and provide sufficient documentation of such preparation and review procedures, our officer must rely on such documentation. ● We had only one executive officer at December 31, 2020.Recourse

~~Due~~On February 21, 2019, the Company entered into a factoring agreement with Advance Business Capital d/b/a Interstate Capital for a term of one year. On September 11, 2019, the lender (now doing business as Triumph Business Capital), entered into an amended agreement with the Company which lowered the interest rate charged by the lender from 0.49% for every 10 days to ~~our~~Prime Rate ~~limited~~(floor ~~resources~~of 5.5%) plus 3%. As of December 31, we2021 ~~expect~~and ~~these~~2020 ~~weaknesses~~the inCompany ~~internal~~owes ~~control~~$39,897 and $649,502, respectively for advances on their receivables. The Company bears all credit risk related to ~~continue~~the ~~while~~receivables wefactored. ~~implement~~The ~~our~~Company ~~business~~has ~~plan~~given a security interest in substantially all of its assets and the president of the Company, a major shareholder, have guaranteed the debt.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.F-12

~~Changes~~VERONI inBRANDS ~~Internal Control over Financial Reporting~~CORP.

~~During~~Notes ~~the period covered by this annual report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely~~ to ~~materially~~Financial ~~affect, our internal control over financial reporting.~~Statements

15December 31, 2021 and 2020

~~Item~~Note 7 ~~9B.~~– ~~Other~~Long ~~Information.~~Term Debt

~~None~~On August 27, 2020 the Company received an Economic Injury Disaster Loan (EIDL) from the U.S. Small Business Administration SBA) in the amount of $150,000. The interest rate is 3.75% with payments of $731 beginning twelve month from the date of the loan. Interest is accrued monthly and payments are first applied to interest accrued to the date of receipt of payment and the balance, if any, will be applied to the principal. The balance of principal and interest is due 8/27/2050. As of December 31, 2021 the Company owes $150,000.

~~PART~~The ~~III~~maturity of the EIDL loan as of December 31, 2021 is as follows:

~~Item~~ Schedule ~~10.~~of ~~Directors,~~Maturities ~~Executive~~of ~~Officers~~Long ~~and~~Term ~~Corporate Governance.~~Debt

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:


2022	$	-
2023		2,181
2024		3,285
2025		3,410
2026		3,540
Thereafter		137,584
Long term debt	$	150,000

Name		Position		Year Commenced
Igor Gabal		President, Secretary, Chief Financial Officer & Director		2017

Note 8 – Stockholders’ Equity

~~Igor~~The ~~Gabal,~~Board ~~age~~of ~~46,~~Directors ~~serves~~is asauthorized ~~President,~~to ~~Secretary,~~issue ~~Chief~~preferred ~~Financial~~stock ~~Officer~~by ~~and~~series ~~Director~~that ofwill establish the ~~Company.~~number ~~Mr. Gabal has over 15 years~~ of ~~middle-market private~~shares ~~equity~~to ~~investment~~be ~~experience~~included ~~primarily~~and infix ~~real estate~~the designation, ~~industrial manufacturing~~powers, ~~consumer~~preferences ~~packaged goods distribution or services operating industries. He has initiated~~ and ~~overseen~~rights ~~add-on~~of ~~acquisitions,~~the ~~debt~~shares ~~capital~~each ~~market~~such ~~issues~~series ~~for various companies~~ and ~~has~~the ~~experience and relationships with middle-market private equity firms~~qualifications, ~~investment~~limitations ~~banks~~or ~~and~~restrictions ~~debt financing sources~~thereof. At ~~Prior~~December ~~to founding Veroni Brands~~31, ~~Corp.~~ ~~Mr. Gabal served as a board member and managing member for Guterman Partners Companies since 2009. Mr. Gabal was acting as EVP for Baron Chocolatier~~2021, ~~Inc.~~ the ~~company~~Company ~~that~~ has ~~specialized~~not onestablished ~~the~~any ~~import~~series ~~and distribution~~ of ~~chocolate~~preferred ~~related products throughout the United States since 2016~~stock. ~~Mr. Gabal received his Bachelor of Science in Business Management degree from DeVry Institute in 2000 and also attended Kellogg School of Management 2000-2002.~~

~~Committees~~The Company is authorized to issue 100,000,000 shares of common stock and ~~Terms~~20,000,000 shares of preferred stock.

~~The~~From ~~Board~~January of1 ~~Directors~~to ~~has~~December ~~not~~31, ~~established~~2020 ~~any~~the ~~committees.~~Company ~~Our~~issued ~~entire~~60,000 ~~Board~~shares of ~~Directors,~~common ~~rather~~stock ~~than~~in ~~committees,~~consideration ~~acts~~of oncash ~~various~~proceeds ~~items~~of $45,000. The ~~Board~~Company also ofissued ~~Directors~~286,667 ~~has~~shares ~~determined~~of ~~that~~common itstock ~~does~~for ~~not~~conversion ~~have~~of anpromissory ~~audit~~note ~~committee~~with ~~financial~~a ~~expert~~value of $215,000.

AFrom ~~stockholder~~January ~~who~~1 ~~wishes~~ to ~~communicate~~December ~~with~~31, ~~our~~2021 ~~Board~~the ofCompany ~~Directors~~issued ~~may~~27,000 shares doof socommon bystock ~~directing~~in aconsideration ~~written request addressed to our President~~of ~~and~~cash ~~Director, at the address appearing on the first page~~ proceeds of ~~this filing~~$47,250.

~~Code~~During 2021, the Company accrued share-based compensation of ~~Ethics~~270,000 shares of common stock owed to Mr. Gabal, pursuant to the Gabal Employment Agreement. The shares were issued to Mr. Gabal on February 1, 2022. Please also see Note 14 – Subsequent Events.

~~Our~~At ~~Board~~December of31, ~~Directors~~2021, ~~has~~the ~~not~~Company ~~adopted~~has ano ~~code~~outstanding ofoptions ~~ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors~~ or ~~the number of our employees~~warrants.

~~Nominees~~Note to9 ~~the~~–Related ~~Board~~Party ~~of Directors~~Transactions`

~~Since~~During ~~our last proxy statement~~2018, wetwo ~~have~~significant ~~not~~shareholders ~~made~~of ~~any~~the ~~material~~Company ~~changes~~advanced to the ~~procedures~~Company by$157,059. ~~which~~The ~~stockholders~~advance ~~may~~was ~~recommend~~evidenced ~~nominees~~by totwo ~~our board~~individual ofnotes ~~directors.~~totaling $155,000 ~~Our~~which ~~Company~~were ~~does~~due ~~not~~on ~~have any defined policy~~ or ~~procedural~~before ~~requirements~~August ~~for~~1, ~~stockholders~~2019 toand ~~submit~~a ~~recommendations or~~payable ~~nominations~~of ~~for Directors~~$2,059. The ~~Board~~two ofnotes ~~Directors~~have ~~believes~~a ~~that,~~fixed ~~given~~interest ~~the~~fee ~~stage~~ of ~~our development~~$1,000 afor ~~specific nominating policy~~each ~~would be premature and~~ of ~~little~~the ~~assistance until our business operations develop to a more advanced level~~notes. ~~Our~~One ~~Company~~shareholder ~~does~~was ~~not~~repaid ~~currently have~~in ~~any~~June ~~specific~~2020 oron ~~minimum~~his ~~criteria~~promissory ~~for~~note ~~the election of nominees to the Board of Directors~~ and weaccrued dointerest, ~~not~~which ~~have~~totaled ~~any~~$61,000. ~~specific~~In ~~process~~December or2019 ~~procedure~~that ~~for~~shareholder paid ~~evaluating~~$6,276 ~~such nominees. The Board~~ of ~~Directors~~Company ~~will~~expenses ~~assess~~and ~~all candidates~~$14,726 ~~whether~~of ~~submitted~~Company byliabilities. ~~management~~In orJanuary ~~stockholders, and~~2020 ~~make~~the ~~recommendations~~Company ~~for~~reimbursed the ~~election~~shareholder orthese ~~appointment~~amounts.

16The due date for the second shareholder note was extended to be due on or before August 1, 2020, and as of December 31, 2019, $78,000 has been repaid leaving an outstanding loan balance of $17,000 and a payable of $4,370. Unpaid interest of $1,000 has been accrued as of December 31, 2019 for the remaining balance of the promissory note. The Company repaid the remaining principal and accrued interest in February 2020 and paid $2,311 of the outstanding payable in March 2020. At December 31, 2021 the related party balances were as follows:

~~Section 16(a)~~ Schedule ~~Beneficial~~of ~~Ownership~~Related ~~Reporting~~Party ~~Compliance~~Transaction

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

	December 31, 2021		December 31, 2020

Loans	$	-	$	-
Accounts payable		-		-
Total related party	$	-	$	-

Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal year ended December 31, 2020, there were no instances where officers, directors, or greater than 10% beneficial owners did not comply with Section 16(a) of the Exchange Act.F-13

~~Risk~~VERONI ~~Oversight~~BRANDS CORP.

~~Effective~~Notes risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to ~~risk~~Financial oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.Statements

~~Corporate~~December ~~Governance~~31, 2021 and 2020

~~The~~During ~~Company~~the ~~promotes~~year ~~accountability~~ended ~~for~~December ~~adherence to honest and ethical conduct; endeavors to provide full~~31, ~~fair~~2020, ~~accurate,~~one ~~timely~~of ~~and understandable disclosure in reports and documents that~~ the ~~Company~~significant ~~files~~shareholders ~~with~~paid ~~the~~certain ~~Securities~~expenses ~~and~~on ~~Exchange~~behalf ~~Commission~~of ~~and in other public communications made by~~ the Company; ~~and~~from ~~strives~~time to ~~be compliant with applicable governmental laws, rules and regulations~~time. ~~The Company has not formally~~ ~~adopted~~These aamounts ~~written~~were ~~code~~repaid ofduring ~~business~~the ~~conduct~~year and ~~ethics~~no ~~that~~amount ~~governs~~was ~~the~~owed ~~Company’s~~to ~~employees, officers and Directors as~~ the ~~Company is~~shareholder ~~not~~at ~~required~~December to31, ~~do so~~2020.

InThe ~~lieu of an Audit Committee, the~~ Company’s ~~Board of Directors~~ is ~~responsible~~purchasing ~~for~~all ~~reviewing~~of ~~and~~its ~~making~~chocolate ~~recommendations~~products ~~concerning the~~from ~~selection~~Millano ~~of outside auditors~~Group, ~~reviewing~~a ~~the~~related ~~scope,~~party ~~results~~(controlled ~~and~~by ~~effectiveness of~~ the ~~annual~~father ~~audit~~ of ~~the~~a ~~Company’s~~major ~~financial~~shareholder), ~~statements~~ and ~~other~~owed ~~services~~$606,580 ~~provided~~and by$783,417 ~~the~~at ~~Company’s~~December ~~independent~~31, ~~public~~2021 ~~accountants~~and 2020, respectively. The ~~Board~~balance ofis ~~Directors~~reflected ~~reviews~~in ~~the~~accounts ~~Company’s internal~~payable ~~accounting~~related ~~controls, practices and policies~~party.

~~Item~~See Note ~~11.~~8 ~~Executive~~– ~~Compensation~~Stockholders’ Equity for the issuance of shares of common stock to a related party.

~~The~~Note ~~following~~10 ~~table~~– ~~summarizes~~Income ~~all compensation recorded by us in the past two fiscal years for our principal executive officer, who is our sole executive officer, during the fiscal years ended December 31, 2020 and 2019.~~Taxes

~~Summary~~The ~~Compensation~~Company ~~Table~~follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Igor Gabal,		2020		90,000		361,828		—	$	—		—		451,828
Chief Executive Officer		2019		31,250		—		—	$	—		—		31,250

Significant components of the Company’s deferred tax assets were as follows for the year ended December 31, 2021 and 2020:

~~Narrative Disclosure~~Schedule toof ~~Summary~~Deferred ~~Compensation~~Tax ~~Table~~Assets

The Company entered into an employment agreement with Igor Gabal dated January 2, 2019. The agreement specifies a minimum annual base salary of $35,000 for the first year and 450,000 shares of common stock for each of the first two years of his employment. The shares are to be issued within 30 days following his second year of employment. For the second year of his employment, the minimum base salary is $90,000 plus monthly $25,000 bonuses. For the third through fifth years of employment, Mr. Gabal’s minimum annual base salary increases to $450,000 and he is to receive 270,000 shares of common stock per year. The agreement also grants piggy back registration rights with regard to the shares issued as compensation. In the event of termination for any reason other than cause or by Mr. Gabal for good reason after two years of employment, the Company is to provide him with severance in an amount equal to one year of his highest total salary in any prior full year of employment, unused accrued vacation time and reimbursement for any legitimate Company expenses. In the event of a change of control event, Mr. Gabal is to receive payment equal to one and a half times his highest total annual compensation. This summary is qualified in its entirety to the complete Employment Agreement, which is an exhibit to this annual report.

	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforward	$	471,065		$	321,981
Total deferred tax assets	$	471,065		$	321,981

Deferred tax liabilities		-			-

Total deferred tax liabilities		-			-

Net deferred tax assets (liabilities)		471,065			321,981
Less valuation allowance		(471,065	)		(321,981	)
Net deferred tax assets (liabilities)	$	-		$	-

17At December 31, 2021 the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $1,787,567. The federal and state net operating loss carryforwards will expire beginning in 2037. The income tax expense (benefit) consisted of the following for the years ended December 31, 2021 and 2020:

~~The compensation~~Schedule discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of ~~our~~Income ~~officers~~Tax ~~and~~Expense ~~directors other than as described herein.~~(Benefit)

Outstanding Equity Awards at Fiscal Year-End

	2021		2020

Total current	$	-	$	-
Total deferred	$	-	$	-

~~There~~Deferred ~~are~~income notaxes ~~current~~reflect ~~outstanding~~the ~~equity~~net ~~awards~~tax toeffects ~~our~~of ~~executive~~temporary ~~officers~~differences asbetween the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision (21 percent) to the actual income tax benefit for the years ended December 31, 2021 and 2020.:

~~Executive Compensation~~ Schedule ~~Philosophy~~of Reconciliation of Income Tax Provision

Our Board of Directors determines the compensation given to our executive officers in its sole determination. Our Board of Directors also reserves the right to pay our executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board of Directors reserves the right to grant stock options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

	2021			2020

Federal statutory rate (benefit)	$	(110,000	)	$	(80,000	)
State tax (benefit), net of federal benefits		(39,000	)		(28,000	)
Permanent differences		-			-
Change in valuation allowance		149,000			108,000
Effective tax rates reconciliation	$	-		$	-

~~Incentive Bonus~~F-14

~~The~~VERONI ~~Board~~BRANDS of Directors may grant incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executivesCORP. ~~No incentive bonuses had been granted as of December 31, 2020.~~

~~Long-term,~~Notes ~~Stock~~to ~~Based~~Financial ~~Compensation~~Statements

InDecember ~~order to attract~~31, ~~retain~~2021 and motivate executive talent necessary to support the Company’s long-term business strategy we may award certain executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.2020

~~Item~~Under ASC ~~12.~~740, ~~Security~~Income ~~Ownership~~Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of ~~Certain~~existing ~~Beneficial~~assets ~~Owners~~and liabilities and ~~Management~~their respective tax bases. Deferred tax assets and ~~Related~~liabilities ~~Stockholder~~are ~~Matters~~measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

~~The~~Note ~~following~~11– ~~table~~Office sets forth certain information regarding beneficial ownership of our common stock on August 26, 2021 by each person who is known by us to own beneficially more than 5% of the outstanding shares of common stock and our current director and executive officer.Lease

Name and Address of Beneficial Owners (1)	Amount and Nature of Beneficial Ownership		Percent of Class for Vote (2)
Tomasz Kotas (3)		12,788,399		47.1	%
Igor Gabal (4)		12,100,000		44.6	%

On February 4, 2020, the Company entered into a sublease for office space located in Bannockburn, Illinois, with an unrelated third party. The sublease terminates on May 31, 2022. The sublease requires annual rent of $55,860 for the first year of the sublease, $57,536 for the second year, $59,262 for the third year, and $61,040 for the last year. Rent for the years ending December 31, 2021 and 2020 was $53,031 and $53,031, respectively. The Company also paid a security deposit of $9,310, which is reflected in Other Assets - Deposits As of December 31, 2021, our right of use asset and related liability was $19,196 and $15,134, respectively.

(1)	To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, it is anticipated that each person named in the table will have sole voting and investment power with respect to the shares set forth opposite such person’s name.
(2)	Based on 27,112,028 shares of common stock outstanding as of 2021.
(3)	The address of Mr. Kotas is 1950 Telegraph Road, Lake Forest, IL 60045. Includes 44,000 shares held of record by his wife.
(4)	Mr. Gabal is the sole officer and director of the Company. Includes 7,200,000 shares held of record by GP Michigan, LLC, a company controlled by Mr. Gabal. Mr. Gabal’s address is 6715 N. Sauganash Avenue, Lincolnwood, IL 60712.

In determining the present value of our operating lease right-of-use asset and liability, we used a discount rate of 5% (which approximates our borrowing rate). The remaining term on the lease is .42 years.

18The annual rent per the sublease is as follows:

~~Changes in~~Schedule ~~Control~~of Annual Rent Sublease

There are no agreements known to management that may result in a change of control of our Company.


2022		15,110
Sublease annual rental total	$	15,110

~~Equity~~Note ~~Compensation~~12– ~~Plan Information~~Revenue

~~The~~During the year ended December 31, 2021, the Company ~~does~~had ~~not~~two ~~have~~customers ~~any~~whose ~~equity~~sales ~~compensation~~accounted ~~plans~~for approximately 77% of revenue.

~~Item~~The following ~~13.~~table ~~Certain~~presents ~~Relationships~~revenues ~~and~~by ~~Related~~product ~~Transactions,~~line ~~and~~for ~~Director~~the ~~Independence.~~years ended December 31:

~~Our officers~~ Schedule ~~and directors are now and may in the future become stockholders, officers or directors~~ of ~~other~~Revenue ~~companies that may be engaged in business activities similar to those conducted~~ by ~~us.~~Product Accordingly, direct conflicts of interest may arise in the future with respect to such individuals acting on our behalf or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Although we do not currently have a right of first refusal pertaining to opportunities that come to management’s attention insofar as such opportunities may relate to our business operations, we have established a conflict of interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict with the interests of the Company.Line

Our officers and directors are subject to the restriction that all opportunities contemplated by our business plan which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to our Company. A breach of this requirement will be a breach of the fiduciary duties of the officer or director.

	2021		2020
Chocolate	$	3,205,063	$	5,581,645
Energy drinks	$	-	$	119
Totals	$	3,205,063	$	5,581,764

All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party. To the extent possible, a majority of the independent, disinterested members of our board of directors will approve future affiliated transactions.F-15

OnVERONI ~~October~~BRANDS 2, 2018, the Company borrowed $60,000 from Igor Gabal, the sole officer and director of the Company, and on October 3, 2018, the Company borrowed $95,000 from Tomasz Kotas, the Company’s largest shareholderCORP. Both of the promissory notes evidencing the debts had a maturity date of August 1, 2019 and a flat interest amount of $1,000. The Company repaid Mr. Gabal’s note in June 2019, together with the accrued interest. Mr. Kotas extended the maturity date of his note to August 1, 2020. As of December 31, 2019, $17,000 of the principal and $1,000 of accrued interest remained outstanding. These amounts were paid in January and February 2020.

InNotes ~~December~~to ~~2019,~~Financial ~~Mr. Gabal paid $6,276 of Company expenses and $14,726 of Company liabilities. These amounts were reimbursed in January 2020.~~Statements

On February 21, 2019, the Company entered into a factoring agreement with an unrelated third party, Advance Business Capital LLC, dba Interstate Capital (“ICC”), pursuant to which the Company sells its accounts receivable to ICC for 85% of the value of the receivable. The term of the agreement is for 12 months and automatically renews for additional 12-month periods. The accounts receivable are sold with recourse back to the Company, meaning that the Company bears the risk of non-payment by the account debtor. To secure its obligations to ICC, the Company has granted a blanket security interest in its other assets, such as inventory, equipment, machinery, furniture, fixtures, contract rights, and general intangibles. Igor Gabal, the sole officer and director of the Company, and Tomasz Kotas, the largest shareholder of the Company, have provided their personal guarantees. On September 11, 2019, the lender (which now does business as Triumph Business Capital) entered into an amended agreement with the Company which lowered the interest charged by the lender from 0.49% for every 10 days to prime rate (with a floor of 5.5%) plus 3%. As of December 31, ~~2020~~2021 and ~~2019, the Company owed $649,502 and $1,414,639, respectively, for advances on its receivables.~~2020

19Note 13– Commitments and Contingencies

The Company’s isoperations ~~currently~~are ~~purchasing~~subject ~~all~~to ofthe ~~its~~Federal ~~chocolate~~Food, ~~products~~Drug ~~from~~and ~~Millano~~Cosmetic ~~Group,~~Act; athe ~~related~~Bioterrorism ~~party~~Act; ~~(controlled~~and regulations created by the U.S. ~~father~~Food ofand ~~Tomasz Kotas~~Drug Administration (“FDA”). AsThe ofFDA ~~December~~regulates 31manufacturing and holding requirements for foods, ~~2020~~specifies the standards of identity for certain foods and ~~2019,~~prescribes ~~$783,417~~the format and ~~$546,612,~~content ~~respectively,~~of ~~was~~certain ~~owed~~information tothat ~~Millano~~must ~~Group~~appear on food product labels. ~~The~~In ~~balance~~addition, isthe ~~reflected~~published inapplicable rules under the Food Safety Modernization Act (“FSMA”) regulates food products ~~accounts~~imported ~~payable~~into ~~related~~the ~~party~~United States and provides the FDA with mandatory recall authority.

~~Director~~For ~~Independence~~the purchase of products harvested or manufactured outside the United States, and for the shipment of products to customers located outside of the United States, the Company is subject to customs laws regarding the import and export of shipments. The Company’s activities, including working with customs brokers and freight forwarders, are subject to regulation by U.S. Customs and Border Protection, part of the Homeland Security.

~~The~~On ~~Board~~June of17, ~~Directors~~2020, ~~has~~The ~~determined~~Scale ~~that~~Effect itCompany ~~does~~d/b/a ~~not~~Mant ~~have~~Logistics ~~any~~filed ~~independent~~an ~~directors~~amended ascomplaint ~~that~~in ~~term~~the isUnited ~~defined~~States byDistrict ~~NASDAQ~~Court ~~Marketplace~~for ~~Rule~~the Northern ~~5605(a)(2).~~District Inof ~~assessing~~Illinois ~~the~~naming ~~independence~~as ofdefendants the ~~directors~~Company, ~~the~~Baron ~~Board~~Chocolatier, ~~considers~~Inc. ~~any~~and ~~transactions,~~two ~~relationships~~significant ~~and~~shareholders ~~arrangements~~of ~~between our~~the Company. ~~and~~The ~~our~~action was ~~independent~~originally ~~directors~~against orBaron ~~their~~Chocolatier ~~affiliated~~only, ~~companies.~~alleging ~~This~~that ~~review~~Baron isdid ~~based~~not ~~primarily~~pay onfor ~~responses~~shipping ofand logistics services in the ~~directors~~amount of $277,233, plus accrued interest. The complaint was amended to ~~questions~~allege inthat the Company is a ~~director~~successor corporation and ~~officer~~continuation ~~questionnaire~~of ~~regarding~~Baron ~~employment~~Chocolatier , thereby ~~business,~~making ~~familial,~~the ~~compensation~~Company liable for the debts and ~~other~~liabilities ~~relationships~~of ~~with~~Baron, and that Baron is an alter ego for the Company and the Company’s ~~our~~two significant shareholders. No trial date has been scheduled. The parties are still in the discovery stage. The Company orintends ~~our~~to vigorously ~~management~~defend in this lawsuit.

~~Item~~In March 142021, Crossmark Inc. ~~Principal~~initial ~~Accounting~~a ~~Fees~~lawsuit in the Circuit Court of Cook County, Illinois, against the Company, seeking to collect payment for services rendered. The Company had entered into an agreement with Crossmark to promote the sale of the Iron Energy products which the Company had distributed. Crossmark alleges that $100,000 plus costs and ~~Services~~attorneys’ fees are owed by the Company. The Company believes that a default judgment has been entered, but the Company intends to overturn the entry of the judgment and defend in this lawsuit. The Company has accrued $100,000 in 2020 as a reserve for this liability.

~~Fees~~Note ~~paid~~14 to– ~~our~~Subsequent ~~principal accountants, M&K CPAS, PLLC for the 2020 and 2019 audit are $36,500. Fee paid to LJ Soldinger Associates, LLC for the fiscal years ended December 31, 2020 and 2019, were as follows:~~Events

	Year Ended December 31,
	2020		2019
Audit fees (1)	$	36,500	$	47,810
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	36,500	$	47,810

On February 1, 2022, the Company’s Chief Executive Officer, Igor Gabal, was issued (i) 270,000 shares of common stock of the Company, as compensation for his services and pursuant to the terms of the Gabal Employment Agreement, and (ii) 900,000 shares of common stock of the Company, in lieu of a portion of his salary for the 2022 fiscal year. Accordingly, Mr. Gabal’s salary will be reduced, for the 2022 fiscal year, from $450,000 to $90,000.

(1) The amount billed or to be billed to us for professional services related to the audit of our annual financial statements for the years ended December 31, 2020 and 2019 included reviews of our quarterly reports on Form 10F-Q.16

The Board of Directors has considered whether the provision of the non-audit services described above by an external auditor is compatible with maintaining the auditor’s independence, and determined that these non-audit services are compatible with the required independence. The Board of Directors pre-approves all services to be provided to our Company by the independent auditors. This includes the pre-approval of (i) all audit services and (ii) any significant (i.e., not de minimis) non-audit services. Before granting any approval, the Board of Directors gives due consideration to whether approval of the proposed service will have a detrimental impact on the auditor’s independence. All services provided by and fees paid to our independent auditors for 2020 and 2019 were pre-approved by the Board of Directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Regulation S-K Number		Document
3.1		Certificate of Incorporation (1)
3.2		Certificate of Amendment to Certificate of Incorporation (2)
3.3		Bylaws (1)
10.1		Contract between FoodCare Sp. z o.o. and Veroni Brands Corp. dated January 30, 2018 (3)
10.2		Promissory note dated October 2, 2018 to Igor Gabal (4)
10.3		Promissory note dated October 3, 2018 to Tomasz Kotas (4)
10.4		Amendment 2 to Factoring and Security Agreement with Triumph Business Capital dated September 11, 2019 (5)
10.5		Employment Agreement of Igor Gabal
16.1		Letter from L J Soldinger Associates, LLC (6)
31.1		Rule 13a-14(a) Certification of Igor Gabal
32.1		Certification of Igor Gabal Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Financial statements from the Annual Report on Form 10-K of Veroni Brands Corp. for the fiscal year ended December 31, 2020, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Stockholders’ Deficit; (iv) the Statements of Cash Flows; and (v) the Notes to Financial Statements.

	(1)	Filed as an exhibit to the registration statement on Form 10, filed January 18, 2017, file number 000-55735.
	(2)	Filed as an exhibit to the Current Report on Form 8-K dated November 22, 2017, filed November 30, 2017.
	(3)	Filed as an exhibit to the Current Report on Form 8-K dated February 2, 2018, filed February 2, 2018.
	(4)	Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed April 16, 2019.
	(5)	Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed November 14, 2019.
	(6)	Filed as an exhibit to the Current Report on Form 8-K dated January 18, 2021, filed January 27, 2021.

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VERONI BRANDS CORP.
Dated: October 8, 2021	By:	/s/ Igor Gabal
		Igor Gabal, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Igor Gabal	Principal Executive, Financial and Accounting Officer and Director	October 8, 2021
Igor Gabal

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