General form for registration of securities under the Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">























UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549












FORM

S-1








Registration
Statement Under




THE
SECURITIES ACT OF 1933









Amendment
No. 3












vetanova,
INC.







(Exact
name of registrant as specified in charter)




















Nevada







0182



(State
or other jurisdiction of incorporation)






(Primary
Standard Industrial Classification Code Number)




















85-1736272







335
A Josephine St. Denver, CO 80206



(IRS
Employer I.D. Number)






(Address,
including zip code, and telephone number including area of principal executive offices)








John
McKowen





335
A Josephine St.






Denver

,

Colorado


80206





(

303

)

248-6883





(Name
and address, including zip code, and telephone number, including area code, of agent for service)








Copies
of all communications, including all communications sent




to
the agent for service, should be sent to:








William
T. Hart, Esq.




Hart
& Hart




1624
Washington Street




Denver,
Colorado 80203




(303)
839-0061









As
soon as practicable after the effective date of this Registration Statement





APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:








If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box:








If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐








If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐








If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐








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 definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.







































Large
accelerated filer







Accelerated
filer




















Non-accelerated
filer








Smaller
reporting company



























Emerging
growth company
















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









CALCULATION
OF REGISTRATION FEE
















































































































































































































































































































































Maximum



Proposed







Amount to



Offering



Maximum



Amount of


Title of each Class


be



Price per



Aggregate



Registration


of Securities to be Registered


Registered



Share



Offer Price



Fee















Common Stock (1)



37,888,421



$

0.05



$

1,894,421























Warrants (1)



37,888,421



$

0.01



$

378,884























Shares issuable upon exercise of warrants (1)



37,888,421



$

0.05



$


1,894,421

























Shares to be sold by Selling Shareholders



228,957,479



$

0.05



$

11,447,874























Warrants to be sold by Selling Shareholders



124,475,610



$

0.01



$

1,244,756























Shares issuable upon exercise of warrants to be sold by Selling Shareholders



124,475,610



$

0.05



$

6,223,781

































$

23,084,137



$

2,519















(1)



Represents
shares and warrants to be issued to the holders of Preferred Membership interests in VetaNova
Solar Partners, LLC.








The
registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of l933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine













































PROSPECTUS










VETANOVA,
INC.






Common
Stock and Warrants









By
means of this prospectus the Company is offering 7.5 shares of its common stock and 7.5 warrants for each Preferred Membership interest
in VetaNova Solar Partners, LLC. Each warrant entitles the holder to purchase one share of the Company’s common stock at a
price of $0.20 per share at any time on or before September 20, 2022. The Company would issue 37,788,421 shares of common stock and 37,788,421
warrants if all Preferred Membership interests are exchanged for shares of the Company’s common stock and warrants.








The
Registration Statement, of which this Prospectus forms a part, is registering the shares and warrants which may be issued to the members
of VetaNova Solar Partners, as well as the shares issuable upon the exercise of the warrants.







The Registration Statement, of
which this Prospectus forms a part, is also registering shares and warrants which may be sold by certain shareholders of the Company,
as well as the shares issuable upon the exercise of the warrants which may be sold by these shareholders.





Our common stock is traded in
the over-the-counter market under the symbol “VTNA”. As of August 25, 2021 the closing price of our common stock was
$0.20.





Our common stock is quoted under
the symbol “VTNA” on the OTC Pink tier operated by OTC Markets Group, Inc. Until our common stock becomes quoted on any platform
maintained by the OTC Markets Group, the common stock sold by us (other than upon the exercise of the warrants to be issued to the
members of VetaNova Solar Partners or upon the exercise of the warrants held by the selling shareholders) or owned by the selling
shareholders may be sold at a price of $0.05 per share. If and when our common stock becomes quoted on any platform maintained by the
OTC Markets Group, the common stock sold by us or owned by the selling shareholders may be sold at prices and terms then prevailing
or at prices related to the then-current market price, or in negotiated transactions.





As of the date of this prospectus
there was no public market for our warrants and a market for our warrants may not develop in the future. Until a market develops for
our warrants, the warrants may be sold at a price of $0.01 per warrant. If and when our warrants become quoted on any platform maintained
by the OTC Markets Group, the warrants owned by the selling shareholders may be sold at prices and terms then prevailing or at prices
related to the then-current market price, or in negotiated transactions.









Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.










In
reviewing this Prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning
on page 5 of this Prospectus.










This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities.












The
date of this Prospectus is ______, 2021.






























TABLE
OF CONTENTS





















































































Page










Forward Looking Statements




3




Prospectus Summary




4




Risk Factors




5




Market for our Common Stock




8




Management’s Discussion and Analysis of Financial Condition and Results of Operation




9




Business




10




Management




12




Principal Shareholders




15




Exchange Offer




16




Selling Shareholders




17




Description of Securities




19




Legal Matters




20




Experts



20



Indemnification




20




Where You Can Find More Information




21




Financial Statements




22
















2























FORWARD
LOOKING STATEMENTS









This
prospectus contains forward-looking statements that involve risks and uncertainties. When used in this prospectus, the words “plan,”
“target,” “anticipate,” “believe,” “estimate,” “intend,” “expect”
and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, without limitation,
the statements regarding our strategy, future plans for development and production, future expenses and costs, future liquidity and capital
resources, and future dividends. All forward-looking statements in this prospectus are based upon information available to us on the
date of this prospectus, and we assume no obligation to update any such forward-looking statements. Forward looking statements involve
a number of risks and uncertainties and there can be no assurance that such statements will prove to be accurate. Our actual results
could differ materially from those discussed in this prospectus. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed in the Risk Factors section of this prospectus.














3





















PROSPECTUS
SUMMARY










Overview









We
have a development stage company that plans to build and operate solar powered, state of the art, greenhouse facilities which will grow
fruits and vegetables for distribution to local markets across the United States.


We
have entered into agreements to acquire approximately 157 acres in southern Colorado (“Avondale Complex”), which will
be our first development project. As of the date of this Prospectus, we were not operating any solar powered greenhouses

.











Our
principal executive offices are located at 335 A Josephine St. Denver, Colorado 80206 and our telephone number is

(303)
248-6883

.











The
Offering









By
means of this prospectus we are offering 7.5 shares of our common stock and 7.5 warrants for each Preferred Membership interest in VetaNova
Solar Partners, LLC. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.20 per share at any
time on or before December 31, 2022. We would issue 37,888,421 shares of common stock and 37,888,421 warrants if all Preferred Membership
interests are exchanged for shares of our common stock and warrants. The Registration Statement, of which this Prospectus forms a
part, is registering the shares and warrants which may be issued to the members of VetaNova Solar Partners, as well as the shares issuable
upon the exercise of the warrants.








Shares
Outstanding: 353,724,144




Shares
Outstanding after Offering: 478,199,754 (1)








(1)
assumes































all
Preferred Membership Interests in VetaNova Solar Partners are exchanged for shares of our common stock and warrants, and



















all
warrants issued by the Company pursuant to the Company’s private placement (55,612,900) and warrants issued to two unrelated
third parties (14,634,288) are exercised.








By
means of this prospectus we are also registering shares and warrants which may be sold by certain shareholders of the Company,
as well as the shares issuable upon the exercise of the warrants which may be sold by these shareholders.








Risk
Factors: The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” section of this prospectus
for additional Risk Factors.









Implications
of Being an Emerging Growth Company











We
qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.”
An Emerging Growth Company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally
to public companies. These provisions include:



















































a
requirement for quarterly and annual reports filed with the U.S. Securities and Exchange Commission (“SEC”) to have only
two years of audited financial statements and only two years of related management’s discussion and analysis;



















reduced
disclosure concerning executive compensation arrangements;



















exemption
from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002; and



















No
non-binding advisory votes on executive compensation or golden parachute arrangements.














4


















We
have utilized some of these exemptions in this prospectus, which are also available to us as a smaller reporting company as defined under
Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).








In
addition, Section 107 of the JOBS Act provides that an emerging growth company utilize the extended transition period provided in Section
7(a)(2)(b) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting
standards. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised
accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section
107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting
standards is irrevocable.








We
could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which
annual gross revenue equals or exceeds $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined
in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds
$700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued
more than $1 billion in non-convertible debt during the preceding three-year period.











RISK
FACTORS









The
price of our common stock may be materially affected by a number of risk factors, including those summarized below:









The
Company has no operating history

with respect to its new business and may never be profitable



.









Since
the Company only recently began its new business, it is difficult for potential investors to evaluate the Company’s future prospects.
The Company will need to raise enough capital to be able to fund its operations. There can be no assurance that the Company will be profitable
or that the Company’s securities will have any value.








Any
forecasts the Company makes concerning its operations may prove to be inaccurate. The Company’s prospects must be considered in
light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development.









The
Company needs capital to implement its business plan

.








The
Company needs additional capital in order to operate. The Company will not receive any capital from this offering and as a result, will
need to raise the capital it needs in future offerings of its securities, proceeds from the exercise of the Company’s warrants,
the sale and lease back of the Company’s greenhouse/ warehouse facilities or borrowings from private lenders.


The
Company does not know what the terms of any future capital raising may be, but any future sale of the Company’s equity securities
will dilute the ownership of existing stockholders and could be at prices substantially below the market price of our common. The failure
of the Company to obtain the capital which it requires may result in the slower implementation of the Company’s business plan.









Our
business and results of operations are dependent on the availability, skill and performance of subcontractors.









We
will use subcontractors to construct our greenhouse/ warehouse facilities. Accordingly, the timing and quality of our installations will
depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable
subcontractors, we do not have any contractual commitments with any subcontractors, and we can provide no assurance that skilled subcontractors
will be available at reasonable rates. The inability to contract with skilled subcontractors at reasonable rates on a timely basis could
have a material adverse effect on our business.








We
may discover that our subcontractors have engaged in improper construction practices or have installed defective materials. When we discover
these issues, we will use other subcontractors to make repairs as required by law. The costs of repairs in these instances may be significant
and we may be unable to recover the costs of repairs from subcontractors, suppliers and insurers, which could have a material impact
on our business. We may also suffer damage to our reputation from the actions of subcontractors, which are beyond our control.














5



















Potential
competitors could duplicate our business model.









There
is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names at this time. As a result, potential
competitors could duplicate our business model with little effort.









The
Company may not be able to effectively manage its growth, which would impair our results of operations.









The
Company intends to expand the scope of its operating activities significantly. If the Company is successful in executing its business
plan, it will experience business growth that could place a significant strain on operations, finances, management, and other resources.








The
ability to effectively manage growth may require the Company to substantially expand the capabilities of administrative and operational
resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that the Company
will be successful in recruiting and retaining new employees or retaining existing employees.








The
Company cannot provide assurances that management will be able to manage this growth effectively. The failure to successfully manage
growth could materially adversely affect its business, financial condition or results of operations.









The
Company is dependent on its management and the loss of any of its officers could harm the Company’s business.









The
Company’s future success depends largely upon the experience, skill, and contacts of the Company’s officers. The loss of
the services to these officers may have a material adverse effect upon the Company’s business.











Our
sole officer and director controls the voting of approximately 41% of our common stock.









John
R. McKowen, our only officer and director, owns 88,107,690 shares of our common stock and controls the voting of 56,052,837 shares of
common stock owned by VitaNova Partners, LLC (“VitaNova”). As a result, Mr. McKowen is able to exert a significant level
of control over all matters requiring stockholder approval, including the election of directors, any amendment to our articles of incorporation
and approval of mergers and other transactions requiring stockholder approval.









We
may face business disruption and related risks from the recent pandemic of the novel coronavirus 2019 (COVID-19) which could have a material
adverse effect on our business.









Our
business could be disrupted and materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by
the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak.
The spread of SARS CoV-2 from China to other countries has resulted in the Director General of the World Health Organization declaring
COVID-19 a pandemic on March 11, 2020. International stock markets reflect the uncertainty associated with the slow-down in the economy.
The reduced levels of international travel experienced since the beginning of January and the significant declines in the Dow Industrial
Average were largely attributed to the effects of COVID-19. We are still assessing the impact COVID-19 may have on our business, but
there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-019 or its consequences,
including downturns in business sentiment generally or in our sector in particular. The extent to which the COVID-19 pandemic and global
efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be
predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19
pandemic.









As
of the date of this prospectus there was virtually no public market for our common stock.









As
a result, you may be unable to sell your shares of our common stock.














6



















Disclosure
requirements pertaining to penny stocks may reduce the level of trading activity for our common stock.









T

rades
of t

he Company’s

common stock are subject to Rule 15g-9 of the Securities and Exchange
Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established
customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination
for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security
is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or with the customer’s confirmation.










You
may have difficulty depositing your shares with a broker or selling shares of our common stock which you acquire in this offering

.








Many
securities brokers will not accept securities for deposits and will not sell securities which:































are
considered penny stocks or













trade
in the over-the-counter market








Further,
for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the categories listed
above, the customer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how
the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to
be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.








For
these reasons, investors in this offering may have difficulty selling shares of our common stock.









We
are an Emerging Growth Company, subject to less stringent reporting and regulatory requirements of other publicly held companies and
this status may have an adverse effect on our ability to attract interest in our common stock.









We
are an Emerging Growth Company as defined in the JOBS Act. As long as we remain an Emerging Growth Company, we may take advantage of
certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not emerging
growth companies. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions.
If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active
trading market for our common stock and our stock price may be more volatile.














7





















MARKET
FOR OUR COMMON STOCK











Our
common stock is quoted on over-the-counter market. The following table sets forth, for the periods indicated, the high and low closing
sales price of our common stock as provided by OTC Markets Group Inc. These prices reflect inter-dealer prices, without retain mark-up
or commission, and may not represent actual transactions.










































































































































Quarter Ended


High



Low


June 30, 2021


$

0.70



$

0.07


March 31, 2021



0.08




0.008


December 31, 2020



0.30




0.0001


September 30, 2020



0.31




0.11


June 30, 2020



0.15




0.12


March 31, 2020



0.58




0.12











December 31, 2019



0.58




0.10


September 30, 2019



0.60




0.30


June 30, 2019



0.67




0.31


March 31, 2019



0.99




0.65








Holders
of our common stock are entitled to receive dividends as may be declared by the Board of Directors. The Board of Directors is not restricted
from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated
that cash dividends will ever be paid.














8





















Management’s
Discussion and Analysis






of
Financial Condition and Results of Operation












Results
of Operations










Year
Ended December 31, 2020











During
the year ended December 31, 2019 we did not generate any revenue. During the year ended December 31, 2020, we recognized revenues from
sub-leasing operations of $13,125. For the twelve months ended December 31, 2020, we recognized a direct cost of revenue of $13,125.








During
the year ended December 31, 2020, expenses from operations were $297,519 compared to $4,515 for the year ended December 31, 2019. The
increase in expenses was primarily due to higher general and administrative expenses resulting from the efforts to prepare us to become
a fully reporting company with the SEC.









Six




Months Ended June 30, 2021









During
the six months ended June 30, 2021 and 2020 we did not generate any revenue.








During
the six months ended June 30, 2021, expenses from operations were $232,395 compared to $0.00 for the six
months ended June 30, 2020. The increase in expenses was primarily due to higher general and administrative expenses resulting
from the efforts to prepare us to become a fully reporting company with the SEC.









Liquidity
and Capital Resources









We
had no cash flows during the year ended December 31, 2019.








We
had no cash flows during the three months ended March 31, 2020.








During
the year ended December 31, 2020 we received $351,091 from the sale of our common stock and warrants.








During
the six months ended June 30, 2021 we received $205,036 from the sale of our common stock and warrants.








On
August 17, 2020, VitaNova agreed to provide us with a $1,000,000 line of credit. Amounts drawn on the line of credit bear
interest at 6% per year. We have not drawn on this line of credit as of the date of this prospectus.









Capital
Requirements









Our
estimated capital requirements for the twelve month period following the date of this prospectus are:

















































General and administrative expenses


$

2,100,000





Payments related to the purchase of land in southeastern Colorado (1)


$

1,842,105







Retrofit/ construction of greenhouses and warehouses


$

14,750,000

(2)






Acquisition of solar systems to power greenhouses


$

3,375,000








(1)
See the “Business” section of this prospectus regarding payments we are required to make in connection with the purchase
of these properties.




(2)


Represents the costs to retrofit an existing
greenhouse and warehouse and construct two new warehouse/ greenhouse facilities on the land we plan to acquire in southern Colorado.
See the “Business” section of this prospectus for information concerning our plans to pay these costs.









Significant
Accounting Policies











See
Note 2 to the March 31, 2021 Financial Statements included as part of this prospectus for a discussion of our significant accounting
policies.














9





















BUSINESS









The
Company intends to have two streams of revenue. One is from the development, construction, and sale leaseback of solar powered greenhouse
facilities. The other from the growing fruits and vegetables for sale to local markets.








On
May 26, 2021 the Company acquired 29% of the issued and outstanding shares of GrowCo, Inc. GrowCo’s only asset is approximately
39 acres of land in southeastern Colorado.








On
August 17, 2021 the Company acquired:





























GrowCo
Partners 1, LLC, the only asset of which is approximately 39 acres of land








approximately
78 acres of land from GrowCo Partners 2, LLC, and








approximately
39 acres of land from GrowCo, Inc.










The
165 acres of land are located in southeastern Colorado.










The
Company will pay 95,000,000 shares of its common stock and $2,368,421 for GrowCo Partners 1, LLC and the land from GrowCo Partners 2,
LLC and GrowCo, Inc. The shares will be issued in book entry form no later than December 31, 2021. The cash will be paid no later than
December 31, 2022. The cash amount will bear interest at 6% per year from August 17, 2021 until paid.








The
Company has a direct or indirect interest in the three entities listed above.








There
is one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse on the land purchased by
the Company. The greenhouse / warehouse facilities, once retrofitted and/or constructed, will be used by the Company to grow farm fresh
fruits and vegetables for delivery to local food markets. The completed greenhouse and warehouse have not been in operation since 2020.








On
the land in southern Colorado the Company plans to:





































1.



retrofit
the existing greenhouse and warehouse so that the equipment in the greenhouse and warehouse will run on solar power as opposed to
propane. (Estimated cost: $750,000. Estimated time to complete: six months). Acquire solar system to power the greenhouse/ warehouse
(Estimated cost: $1,125,000)















2.



construct
one new 90,000 sq. ft. greenhouse and one new 15,000 sq. ft. warehouse (Estimated cost: $4,500,000. Estimated time to complete: twelve
months). Acquire solar system to power the greenhouse/ warehouse (Estimated cost: $1,125,000)















3.



construct
three new 180,000 sq. ft. greenhouses and three new 30,000 sq. ft. warehouses (Estimated cost: $27,000,000. Estimated time to complete:
36 months). Acquire solar systems to power the greenhouses and warehouses (Estimated cost: $3,375,000).








The
greenhouse/ warehouse facilities will be solar powered. The Company plans to acquire the solar systems which will power the greenhouse/
warehouse facilities from VetaNova Solar Partners, LLC. (“VSP”) at a cost of approximately $1,125,000 per system. As of July
15, 2021 VSP had not constructed any solar systems and had cash of approximately $333,000. VSP will need to raise a significant amount
of capital to build the solar systems for the Company.








The
Company plans to finance the cost of retrofitting the facility described in (1) above, and acquiring solar system needed to power the
facility, with a loan from a lender associated with Colorado’s Commercial Property Assessed Clean Energy Program. Once the
facility is operational, the Company plans to sell the facility to an investor and then lease back the facility from the investor. With
the proceeds from the sale of this facility, the Company expects to have sufficient funds to construct the facility described in (2)
above, and acquire the solar systems required to power the facility. Sequentially using the sale/ lease back financing technique for
each greenhouse/ warehouse facility (with the exception of the last facility) the Company expects to have sufficient capital to construct
the facilities described in (3) above and to acquire the solar systems for these facilities.








The
Company may also finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and acquiring solar systems
through future offering of the Company’s securities proceeds from the exercise of the Company’s warrants or borrowings from
private lenders.














10


















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





On August 4, 2021 the Company entered in an agreement
with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1
Products produced from all of the Company’s greenhouses in North America. For each sale, Mastronardi will be paid a low double digit percentage of the gross price received for the sale of the products grown at the Company’s greenhouses,
plus all costs incurred in the sale and distribution of such products.











Mastronardi is a fourth-generation family owned company
and the leading marketer and distributor in North America of tomatoes, peppers, cucumbers, berries and leafy greens. Mastronardi
has an extensive and long-tenured retail network and is nationally recognized under the primary SUNSET® brand and other brands, including
Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs®, tomatoes and WOW™ berries.















Solar
Energy Overview









Solar
power is energy from the sun that is converted into thermal or electrical energy. Solar energy is the cleanest and most abundant renewable
energy source available. Solar technologies can harness this energy for a variety of uses, including generating electricity, providing
light or a comfortable interior environment, and heating water for domestic, commercial, or industrial use.








There
are three main ways to harness solar energy: photovoltaic, solar heating and cooling, and concentrating solar power. Photovoltaics generate
electricity directly from sunlight via an electronic process and can be used to power anything from small electronics such as calculators
and road signs up to homes and large commercial businesses. Solar heating and cooling (SHC) and concentrating solar power (CSP) applications
both use the heat generated by the sun to provide space or water heating in the case of SHC systems, or to run traditional electricity-generating
turbines in the case of CSP power plants.








Solar
energy is a very flexible energy technology: it can be built as distributed generation (located at or near the point of use) or as a
central-station, utility-scale solar power plant (similar to traditional power plants). Both of these methods can also store the energy
they produce for distribution after the sun sets, using new solar and storage technologies.








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








The
cost to install solar has dropped by more than 70% over the last decade, leading the industry to expand into new markets and deploy thousands
of systems nationwide. Prices as of June 2021 are at their lowest levels in history across all market segments.








Solar
has ranked first or second in new electric capacity additions in each of the last years. In 2019, 40% of all new electric capacity added
to the grid came from solar, the largest such share in history. Solar’s increasing competitiveness against other technologies has
allowed it to quickly increase its share of total U.S. electrical generation - from just 0.1% in 2010 to more than 2.5% today.








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









Recent
Transactions









On
May 26, 2021 the Company acquired 29% of the issued and outstanding shares of GrowCo, Inc. as well as membership interests in GrowCo
Partners 1, LLC from an unrelated third party. In consideration for the assignment of these securities the Company issued the unrelated
third party 4,384,913 shares of the Company’s common stock as well as warrants to purchase an additional 4,384,913 shares of the
Company’s common stock. The warrants are exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.










On July 12,2021
the Company issued 91,072,971 of its shares of common stock, as well as warrants to purchase an additional 10,249,375 shares of its common
stock to VitaNova in payment of expenses (amounting to $9,108) paid by VitaNova on behalf of the Company. The warrants are exercisable
at any time on or before December 31, 2022 at a price of $0.20 per share. VitaNova then transferred those shares to certain members of
VitaNova in exchange for the members interests in VitaNova. John McKowen, the Company’s only Officer and Director and a
controlling person of VitaNova, did not receive any of those shares.














11























MANAGEMENT











Officers
and Directors


























Name








Age








Position




John
R. McKowen






71






Chief
Executive, Financial, and Accounting Officer and a Director








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








We
believe Mr. McKowen is qualified to act as a director based upon his knowledge of business practices and, in particular, his experience
in building greenhouses.








Mr.
McKowen is not independent as that term is defined in Section 803 of the NYSE American Company Guide.








Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their successors
are elected or appointed. Our officers are appointed by our board of directors and serve at the discretion of the board.








We
do not have a financial expert as that term is defined by the Securities and Exchange Commission.








Our
Board of Directors does not have standing audit, nominating or compensation committees, committees performing similar functions, or charters
for such committees. Instead, the functions that might be delegated to such committees are carried out by our directors, to the extent
required. Our directors believe that the cost of associated with such committees, has not been justified under our current circumstances.
During the year ended December 31, 2020 we did not compensate any person for serving as an officer or a director.








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








We
have not adopted a Code of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing
similar functions since we only have one executive office.








Holders
of our common stock can send written communications to our entire Board of Directors, or to one or more Board members, by addressing
the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by name,
and sending the communication to our corporate office. Communications addressed to the Board of Directors as whole will be delivered
to each Board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors)
specified.








A
security holder communication not sent to the Board of Directors as a whole is not relayed to Board members which did not receive the
communication.












12






















Executive
Compensation












Our
executive officers will be compensated through the following three components:





















Base
Salary





















Short-Term
Incentives (cash bonuses)





















Long-Term
Incentives (equity-based awards)





















Benefits








These
components provide a balanced mix of base compensation and compensation that is contingent upon our executive officer’s individual
performance. A goal of the compensation program is to provide executive officers with a reasonable level of security through base salary
and benefits. We want to ensure that the compensation programs are appropriately designed to encourage executive officer retention and
motivation to create shareholder value. We believe that our shareholders are best served when we can attract and retain talented executives
by providing compensation packages that are competitive but fair.









Base
Salaries









Base
salaries generally have been targeted to be competitive when compared to the salary levels of persons holding similar positions in other
publicly traded mining companies of comparable size. The executive officer’s respective responsibilities, experience, expertise,
and individual performance are considered.





Short-Term
Incentives









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









Long-Term
Incentives









Equity
incentive awards help to align the interests of our employees with those of our shareholders. Equity based awards are made under our
Equity Incentive Plan. Options are granted with exercise prices equal to the closing price of our common stock on the date of grant and
may be subject to a vesting schedule as determined by the Board of Directors who administer the plan.








We
believe that grants of equity-based compensation:





















enhance
the link between the creation of shareholder value and long-term executive incentive compensation;





















provide
focus, motivation, and retention incentive; and





















provide
competitive levels of total compensation








In
addition to cash and equity compensation programs, executive officers participate in the health and welfare benefit programs available
to other employees.














13



















Compensation
Table









The
following table sets forth in summary form the compensation received by our Chief Executive Officer for the fiscal year ended December
31, 2020:


















































































































































































































































Name and


Principal Position


Fiscal


Year



Salary


(1)



Bonus


(2)



Stock


Awards


(3)



Option


Awards


(4)



All Other


Compensation


(5)



Total
























John R. McKowen



2020













$

8,811













$

8,811


Chief Executive, Financial



2019
































and Accounting Officer


























































Louise Lowe



2020













$

302













$

302


Secretary



2019



















































(1)



The
dollar value of base salary (cash and non-cash) earned.





(2)



The
dollar value of bonus (cash and non-cash) earned.













(3)



The
value of all stock awarded during the periods covered by the table is calculated according to ASC 718-10-30-3 which represented the
grant date fair value.













(4)



The
fair value of all stock options granted during the periods covered by the table are calculated on the grant date in accordance with
ASC 718-10-30-3 which represented the grant date fair value.













(5)



All
other compensation that could not be properly reported in any other column.








Ms.
Lowe resigned as an officer on February 5, 2021.








Since
our inception, we have not compensated any person for acting as a director.








The
following shows the amount we expect to pay to Mr. McKowen, and the amount of time Mr. McKowen expects to devote to our business,
during the year ending December 31, 2021.








































Projected Monthly



Percent of Time to Be


Compensation



Devoted to our Business









$

7,500




100

%









Transactions
with Related Parties












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








The
“Warrant Performance Metric” will be satisfied if Warrants issued in the Company’s 2020 Private Placement are exercised
to acquire at least 42,140,266 shares of the Company’s common stock. The “Secondary Performance Metric” will be satisfied
if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross
proceed of a least $6,000,000 from the sale.








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
















14



















PRINCIPAL
SHAREHOLDERS











The
following table provides information with respect to the expected beneficial ownership of our common stock, of (i) each person or entity
that is a beneficial owner of more than 5% of our outstanding common stock, (ii) each executive officer and director and (iii) all our
directors and executive officers as a group.




































































































































































































































































































Name and Address of Beneficial Owner


Shares Owned



Percent of Outstanding Shares


John R. McKowen



88,107,690




24.9

%

335 A Josephine St.









Denver, Colorado 80206


















VitaNova Partners, LLC



56,052,837

(1)



15.8

%

335 A Josephine Street









Denver, CO 80206


















Prasil Family Matters, LLC



39,137,327




11.1

%

7275 N. Scottsdale Road









Paradise Valley, AZ 85253


















Jon D. & Linda W. Gruber Trust



36,650,603




10.4

%

300 Tamal Plaza, Ste 280









Corte Madera, CA 94925


















I. Wistar Morris



19,998,386




5.7

%

19 Pond Lane









Bryn Mawr, PA 19010


















RM Materials, LLC



20,503,600




5.8

%

516 W. Colorado Ave.









Colorado Springs, CO 80905


















All officers and directors as a group (one person)



144,160,527




40.8

%







(1)
VitaNova is controlled by Mr. McKowen.












15





















Exchange
Offer











VetaNova
Solar Partners, LLC (“VSP”) has both Common and Preferred Membership interests outstanding. The Company owns approximately
60% of the outstanding Common Membership interests and none of the outstanding Preferred Membership interests of VSP.










When
VSP sold Preferred Membership interests to its investors, the persons who acquired Preferred Membership interests in VSP were given the
right to exchange their membership interests in VSP for shares of the Company’s common stock and warrants. Accordingly, by means
of this prospectus, the Company is offering 7.5 shares of its common stock and 7.5 warrants for each Preferred Membership interest in
VetaNova Solar Partners, LLC (“VSP”). Each warrant entitles the holder to purchase one share of the Company’s common
stock at a price of $0.20 per share at any time on or before September 20, 2022. The Company would issue 37,888,461shares of common stock
and 37,888,461warrants if all Preferred Membership interests are exchanged for shares of the Company’s common stock and warrants.








The
Preferred Membership interests are entitled to priority distributions equal to 80% of solar investment tax credit and bonus depreciation
for commercial solar illumination and solar property.








If
a member of VSP exchanges a Preferred Membership Interest in VSP for shares of the Company’s common stock and warrants the member
will recognize a taxable gain or loss based upon the value of the Company’s common stock and warrants received at the time of the
exchange verses the member’s tax basis in the Preferred Membership interest.








The
forgoing does not address ant U.S. state or local or foreign tax consequence of the exchange.








We
have not requested and no not intend to request a ruling from the Internal Revenue Service or an opinion of tax counsel regarding the
tax consequences of the exchange under U.S. tax laws. As a result, the forgoing is not binding on the Internal Revenue Service or the
courts, and we cannot assure you that the IRS or a court will not take a contrary position.








Members
of VSP that are interested in exchanging their Preferred Membership interests should consult their tax advisors concerning the tax consequences
of the exchange to their personal tax situation.








As
of the date of this Prospectus the Preferred Membership Interests in VSP were held by 16 persons.








The
exchange offer is not contingent upon any fixed number of Preferred Membership Interests being tendered,








The
exchange offer will be open for a period ending six months after the date of this prospectus, unless the Company, by written notice to
the holders of the Preferred Membership Interests, extends the exchange offer.








Any
person that wants to exchange Preferred Membership Interest for shares of the Company’s common stock and warrants should send a
letter to the Company indicating the number of Preferred Membership Interests to be exchanged.








A
person is not required to exchange all of their Preferred Membership Interests for shares of the Company’s common stock and warrants.








Certificates
for shares of the Company’s common stock and warrants will be sent to holders of the Preferred Membership Interests within ten
days of receipt of the instruction letter.












16





















Selling
Shareholders









The
persons listed in the following table plan to offer the shares shown opposite their respective names by means of this prospectus. The
owners of the shares are referred to as the “selling shareholders”.








We
will not receive any proceeds from the sale of the securities by the selling shareholders. We will pay all costs of registering the securities
offered by the selling shareholders. These costs, based upon the time related to preparing this section of the prospectus, are estimated
to be $2,000. The selling shareholders will pay all sales commissions and other costs of the sale of the securities offered by them.
The warrants are exercisable at a price of $0.20 per share and expire on December 31, 2022.

























































































































































































































































































































































































































































































































































































































































































































































Name






Shares
Owned









Shares
Issuable Upon Exercise of Warrants









Shares
to be sold in this offering (1)









Warrants
to be sold in this offering









Share
Ownership after this Offering









Percentage
Ownership after this Offering






VitaNova Partners, LLC









56,052,837












55,612,837












111,665,674












55,612,837












-












*




Prasil Family Matters, LLC









39,137,327












11,772,400












24,818,176












11,772,400












26,091,551












5.25



%



Jon D. & Linda W. Gruber Trust









36,650,638












11,472,535












23,689,414












11,472,535












24,433,759












4.92



%



RM Materials, LLC









20,503,600












20,503,600












20,503,600












20,503,600












20,503,600












4.13



%



I. Wistar Morris









19,998,386












5,000,000












11,666,129












5,000,000












13,332,257












2.68



%



James Lee Wagner









10,249,375












10,249,375












13,665,833












10,249,375












6,832,917












1.37



%



Mark E. Anderson MD Trust









10,220,875












3,213,677












6,620,635












3,213,677












6,813,917












1.37



%



George McCaffrey









9,495,700












-












3,165,233












-












6,330,467












1.27



%



Two River Water & Farming Company









4,384,913












4,384,913












5,846,551












4,384,913












2,923,275












*







Louise Lowe









3,019,455












-












1,006,485












-












2,012,970











*



Samuel W. Morris Jr.









1,895,125












587,810












1,219,518












587,810












1,263,417











*



Russ Coppock









1,761,350












-












587,117












-












1,174,233











*



Cotswold Foundation









1,336,080












-












445,360












-












890,720












*




Mike McCullough









855,510












-












285,170












-












570,340











*



Terry Gruber









776,731












500,000












758,910












500,000












517,821












*




Heather Burshten









666,667












-












222,222












-












444,445












*




Jan McCaffrey









500,000












-












166,667












-












333,333











*



Michael & Linda Harnish
Revocable Trust









1,754,038












396,100












980,779












396,100












1,169,359












*



Martha Morris









431,079












-












143,693












-












287,386












*




Eleventh Generation









419,457












-












139,819












-












279,638












*




John P. Brooks IRA









352,930












164,063












281,706












164,063












235,287












*




Wayne Harding








268,300










268,300










268,300










268,300










268,300











*




Dave Marshall









730,000












-












243,333












-












486,667












*




Peter Ammentorp









376,458












175,000












266,667












175,000












284,792












*




Bill Reeb









188,229












87,500












150,243












87,500












125,486












*




Jeanne Brooks









188,229












87,500












150,243












87,500












125,486












*














*



Less
than 1%















(1)



Represents
any combination of shares owned as of the date of this prospectus and shares issuable upon
exercise of warrants.












17


















The
controlling persons of the non-individual selling shareholders are:





























































































































Name
of Shareholder






Controlling
Person







VitaNova


Partners, LLC




John
McKowen






Prasil
Family Matters, LLC




Thomas
Prasil






Jon
D. & Linda W. Gruber Trust




Jon
D. and Linda W. Gruber






RM
Materials, LLC




Richard
Kwesell






Mark
E. Anderson MD Trust




Mark
E. Anderson






Two
Rivers Water & Farming Company




Greg
Harrington





Michael Harnish IRA


Michael Harnish





Cotswold
Foundation




I.
Wistar Morris






Michael
& Linda Harnish Revocable Trust




Michael
and Linda Harnish






Eleventh
Generation




I.
Wistar Morris






John
P. Brooks, IRA




John
P. Brooks








To
our knowledge, no selling shareholder is affiliated with a securities broker.








The
shares of common stock may be sold by the selling shareholders by one or more of the following methods, without limitation:




































a
block trade in which a broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction;










purchases
by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;










ordinary
brokerage transactions and transactions in which the broker solicits purchasers; and










face-to-face
transactions between sellers and purchasers without a broker/dealer.










In
completing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers
or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer,
this compensation might be in excess of customary commissions.














18


















Neither
we nor the selling stockholders can presently estimate the amount of such compensation. Notwithstanding the above, no FINRA member will
charge commissions that exceed 8% of the total proceeds from the sale.








The
selling shareholders and any broker/dealers who act in connection with the sale of their securities may be deemed to be “underwriters”
within the meaning of §2(11) of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of
the securities as principal might be deemed to be underwriting discounts and commissions under the Securities Act.








If
any selling shareholder enters into an agreement to sell his or her securities to a broker-dealer as principal, and the broker-dealer
is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part,
identifying the broker-dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures
in this prospectus as needed. We will also file the agreement between the selling shareholder and the broker-dealer as an exhibit to
the post-effective amendment to the registration statement.








The
selling shareholders may also sell their shares pursuant to Rule 144 of the Securities and Exchange Commission.








We
have advised the selling shareholders that they, and any securities broker/dealers or others who sell the common stock or warrants on
behalf of the selling shareholders, may be deemed to be statutory underwriters and will be subject to the prospectus delivery requirements
under the Securities Act of 1933. We have also advised each selling shareholder that in the event of a “distribution” of
the securities owned by the selling shareholder, the selling shareholder, any “affiliated purchasers”, and any broker/dealer
or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of
1934 (“1934 Act”) until their participation in that distribution is completed. Rule 102 makes it unlawful for any person
who is participating in a distribution to bid for or purchase securities of the same class as is the subject of the distribution. A “distribution”
is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods”. We have also advised the selling shareholders
that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for
the purpose of pegging, fixing or stabilizing the price of the common stock in connection with this offering.











DESCRIPTION
OF SECURITIES










Common
Stock









We
are authorized to issue 500,000,000 shares of common stock. Holders of our common stock are each entitled to cast one vote for each share
held of record on all matters presented to the shareholders. Cumulative voting is not allowed; hence, the holders of a majority of our
outstanding common shares can elect all directors.








Holders
of our common stock are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available
and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our Board of Directors
is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.








Holders
of our common stock do not have preemptive rights to subscribe to additional shares if issued. There are no conversions, sinking fund
or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and non-assessable.








We
have not paid any dividends and we do not plan on paying any dividends in the foreseeable future.














19





















Warrants











Each
Warrant to be issued by means of this prospectus allows the holder to purchase one share of our common stock at an exercise price of
$0.20 per share at any time on or before December 31, 2022.










Other
provisions of the Warrants:








1.
Unless exercised within the time provided for exercise, the warrants will automatically expire.








2.
The exercise price of the warrants may not be increased during the term of the warrants, but the exercise price may be decreased at
the discretion of the Company’s Board of Directors by giving each warrant holder notice of such decrease. The exercise period
for the warrants may be extended by the Company’s Board of Directors giving notice of such extension to each warrant holder of
record.








3.
There is no minimum number of shares which must be purchased upon exercise of the warrants.








4.
The exercise price of the warrants, as well as the shares issuable upon the exercise of the warrants, will be proportionately
adjusted in the event of any stock split, stock dividend, reclassification, capital reorganization or merger.






5.
The holders of the warrants have no voting power and are not entitled to dividends. In the event of the liquidation or dissolution
of the Company, holders of the warrants will not be entitled to participate in the distribution of the Company’s
assets.











Transfer
Agent









Olde


Monmouth Stock Transfer Co., Inc.




200
Memorial Parkway




Atlantic
Highlands, NJ 07716




(732)
872-2727











LEGAL
MATTERS









Hart
and Hart, LLC of Denver, Colorado has passed upon the validity of our common stock offered by this Prospectus.











EXPERTS









Our
financial statements as of December 31, 2020 and 2019 and for the periods then ended have been audited by BF Borgers CPA PC, our independent
registered public accounting firm, as set forth in their report which is part of this Prospectus. Such financial statements have been
incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.











INDEMNIFICATION









The
Company’s Bylaws authorize indemnification of a director, officer, employee or agent of the Company against expenses incurred by
him in connection with any action, suit, or proceeding to which he is named a party by reason of his having acted or served in such capacity,
except for liabilities arising from his own misconduct or negligence in performance of his duty. In addition, even a director, officer,
employee, or agent of the Company’ who was found liable for misconduct or negligence in the performance of his duty may obtain
such indemnification if, in view of all the circumstances in the case, a court of competent jurisdiction determines such person is fairly
and reasonably entitled to indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.














20

























WHERE
YOU CAN FIND MORE INFORMATION









We
have filed with the SEC a Registration Statement on Form S-1 (together with all amendments and exhibits) under the Securities Act, as
amended, with respect to the securities offered by this prospectus. This prospectus does not contain all of the information in the Registration
Statement, certain parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission.
For further information, reference is made to the Registration Statement which may be read and copied at the Commission’s Public
Reference Room.








The
public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Public Reference
Room is located at 100 F. Street, N.E., Washington, D.C. 20549.








Our
Registration Statement is also available at www.sec.gov, the website of the Securities and Exchange Commission.














21





















VETANOVA
INC












Financial
Statements






For
the Years Ended December 31, 2020 and 2019



















22



















Report
of Independent Registered Public Accounting Firm









To
the shareholders and the board of directors of VETANOVA INC











Opinion
on the Financial Statements











We
have audited the accompanying balance sheets of VETANOVA INC as of December 31, 2020 and 2019, the related statements of operations,
stockholders’ equity (deficit), and cash flows for the years 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, 2020 and 2019, 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.











Basis
for Opinion











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








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








Our
audit 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 audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.







/S/
BF Borgers CPA PC






BF
Borgers CPA PC









We
have served as the Company’s auditor since 2020




Lakewood,
CO




March
25, 2021

















F-

1















VETANOVA
INC






FINANCIAL
STATEMENTS






Condensed
Balance Sheets for the Twelve Months ending December 31, 2020 and December 31, 2019

































































































































































































































































































































































































As
of December 31,












2020









2019






ASSETS



























Current
Assets



























Cash






$



-









$



-






Receivables
- net









-












-






Prepaid
expenses









13,734












734






Due
from related party









51,179












-






Other
current assets









-












-






Total
Current Assets









64,913












734

































Long
Term Assets



























Property,
equipment and software, net









-












-






Other
long term assets









-












-






Total
Long Term Assets









-












-






TOTAL
ASSETS






$



64,913









$



734

































LIABILITIES
& STOCKHOLDERS’ EQUITY



























Current
Liabilities



























Accounts
payable






$



-









$



10,729






Accrued
liabilities









11,925












-






Current
portion of notes payable









-












-






Related
party - VitaNova Partners LLC









-












6,514






Other
current liabilities









-












-






Total
Current Liabilities









11,925












17,243






Notes
Payable, net of current portion









-












-






TOTAL
LIABILITIES









11,925












17,243






Commitments
& Contingencies (Notes 5, 6)



























Stockholders’
Equity



























Common
stock, $


0.0001


par value,


500,000,000


shares authorized,


194,971,866


and


626,989


shares issued and outstanding on December
31, 2020 and December 31, 2019, respectfully









68,694












49,260






Additional
paid-in capital









298,322












(49,260



)



Accumulated
(deficit)









(314,028



)









(16,509



)



TOTAL
STOCKHOLDERS’ EQUITY









52,988












(16,509



)



TOTAL
LIABILITIES & STOCKHOLDERS’ EQUITY






$



64,913









$



734















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













F-

2

















VETANOVA
INC






FINANCIAL
STATEMENTS






Condensed
Statement of Operations for the Twelve Months ending December 31, 2020 and December 31, 2019



































































































































































































































































Twelve
Months Ended












December
31,












2020









2019






Revenue






$



13,125









$



-






Direct
cost of revenue









(13,125




)









-






Gross
Margin









-












-






Operating
Expenses



























General
and administrative









297,519












4,515






Depreciation
and amortization









-












-






Total
Operating Expenses









297,519












4,515






Profit
(Loss) from Operations









(297,519



)









(4,515



)



Other
Income (Expense)



























Other









-












-






Total
Other Income (Expense)









(297,519



)









-






Net
Profit (Loss) Before Taxes









(297,519



)









(4,515



)



Income
Tax (Provision) Benefit









-












-






Net
Profit (Loss)






$



(297,519



)






$



(4,515



)






























(Loss)
per Common Share - Basic






$



(0.01



)






$



(0.01



)



(Loss)
per Common Share - Dilutive






$



(0.01



)






$



(0.01



)



Weighted
Average Shares Outstanding:



























Basic









19,919,780












626,989






Dilutive









19,919,780












626,989











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













F-

3















VETANOVA
INC






FINANCIAL
STATEMENTS






Condensed
Statement of Cash Flows for the Twelve Months ending December 31, 2020 and December 31, 2019













































































































































































































































Twelve
Months Ended












December
31,












2020









2019






Cash
Flows from Operating Activities:



























Net
Loss






$



(297,519



)






$



(4,515



)



Adjustments
to reconcile net (loss) to net cash used in operating activities:



























Depreciation
& amortization









-












-






Stock
issued for services









15,924












-





Stock
returned that was issued for services










Net
change in operating assets and liabilities:



























(Increase)
in prepaid expenses









(13,000



)









-






Increase
in related party payable









(45,798



)









2,515






(Decrease)
Increase in accounts payable









(10,728



)









2,000






Net
Cash Used in Operating Activities









(351,091



)









-






Cash
Flows from Investing Activities









-












-






Cash
Flows from Financing Activities



























Sale
of units









351,091












-






Cash
Flows from Financing Activities









351,091












-






Net
Change in Cash & Cash Equivalents









-












-






Beginning
Cash & Cash Equivalents









-












-






Ending
Cash & Cash Equivalents






$



-









$



-













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















F-

4

















VETANOVA
INC






FINANCIAL
STATEMENTS






Condensed
Statement of Changes in Shareholders’ Equity for the Twelve Months ending December 31, 2020 and December 31, 2019











































































































































































































































































































Common Stock



Additional










Shares (000s)



Amount



Paid In


Capital



Accumulated


(Deficit)



Stockholders’ Equity


Balances, December 31, 2018



627



$

49,260



$

(49,260

)


$

(11,994

)


$

(11,994

)

2019 Activity:





















Net (Loss)



-



$

-




-




(4,515

)


$

(4,515

)

Balances, December 31, 2019



627



$

49,260



$

(49,260

)


$

(16,509

)


$

(16,509

)

2020 Activity:





















Net (Loss)



-



$

-




-




(297,519

)


$

(297,519

)

Private placement



35,109



$

3,511




347,582




-



$

351,093


Stock issued for services



103,623



$

10,362




-




-



$

10,362


Stock issued to VitaNova Partners LLC



55,613



$

5,561




-




-



$

5,561























Balances, December 31, 2020



194,972



$

68,694



$

298,322



$

(314,028

)


$

52,988










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















F-

5

















VETANOVA
INC






Notes
to Condensed Financial Statements






For
the Years ended December 31, 2020 and December 31, 2019












Note
1 –


Organization and Business













VETANOVA
INC (“the Company) is in the business of building and operating sustainable photovoltaic (“PV”) solar powered,
state of the art, greenhouse facilities which grow high value greenhouse produce.








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








In
2020, VitaNova began acquiring and now owns or controls a supermajority of the preferred or controlling equity interests of the
four parcels in the Pueblo Complex. The Pueblo Complex was significantly underpowered with only 300KVA of electrical power
and no natural gas available. The lack of power made the initial greenhouse facility unsuitable for its intended purpose. Since
acquiring control VitaNova has installed 1500KVA electrical service and is retrofitting the existing greenhouse with electrical
environmental equipment that can be solar powered.








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








The
Company recently completed a private placement and raised $

556,129

by issuing

55,612,900

common shares along with

55,612,900


2

-year
warrants exercisable at $

0.20

per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control
entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have a common board
member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of Directors and Officers insurance.








On
July 5, 2018, Mr. McKowen purchased a control block of

440,000

common shares of the acquired shell and appointed himself as its
sole board member and Chief Executive Officer. On July 17, 2020, Mr. McKowen transferred the control block to VitaNova and began
restructuring the Company. The Company currently is a non-reporting publicly traded shell on OTC Market Pink Sheets, symbol
VTNA. As part of the restructuring, the Company issued

55,612,837

common shares to VitaNova and 29,369,230 common shares to Mr.
McKowen, which is proportional to Mr. McKowen’s ownership of VitaNova.








Mr.
McKowen was also issued

58,738,460

shares that are subject to repurchase by the Company for a price of $

0.0001

per share, of which

29,369,230

shares will be released from repurchase if warrants issued in Company’s recent private placement are exercised
to acquire at least

42,140,266

shares of Common Stock; and

29,369,230

shares will be released from repurchase if, prior to December
31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least
$

6,000,000

from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own

56,052,837

shares
purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.








On
February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, par value $

0.0001

per share of the Company, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. The Company
believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a shell company

























Note
2 –

Summary of Significant Accounting Policies














Basis
of Presentation












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












Use
of Estimates










The
preparation of financial statements in conformity with generally accepted accounting principles in the United States requires
management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ materially from those estimates.















F-

6
















Cash
and cash equivalents










For
purposes of reporting cash flows, the Company considers cash and cash equivalents to include highly liquid investments with original
maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in
interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial
instruments.








During
the years ended December 31, 2020 and December 31, 2019 the Company did not maintain its own bank account. On July 17, 2020, VitaNova
acquired a super majority of the Company, which at the time was a shell. At the time, the Company had no assets at, and
its operating capital was provided by VitaNova pursuant to a Promissory Note dated August 17, 2020. On September 20, 2020, VitaNova
commenced a private placement on behalf of the Company and raised $

351,093

during the year ended December 31, 2020. The proceeds
from the Company’s capital raise were deposited into VitaNova’s bank account and recorded on the Company’s books
as “Due from Related Party.” In 2021, the Company completed its private placement by raising an additional $

205,036

.
Those proceeds were deposited into a Company bank account opened on February 23, 2021.










Due
from related party – VitaNova Partners, LLC










VitaNova
owns approximately

28.75

% of the Company. The Company currently has one director who is also the Company’s Chief Executive
Officer as well as the Chief Executive Officer and Secretary of VitaNova.








During
2020, the Company’s funds were held as due the Company in a bank account owned by VitaNova. For the year ended December 31, 2020,
VitaNova held $

51,179

for the benefit of the Company. For the year ended December 31, 2019, the Company recorded a liability due
to a related party, VitaNova, of $

6,514

for expenses incurred by the Company but paid by VitaNova.









Revenue and Direct cost of revenue






During 2020, the Company subleased its leased
land to an unrelated entity. The subleased revenue is shown as revenue and the associated cost of the sublease is recognized as a direct
cost of this revenue.










Income
Taxes










The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under
this method, the Company has determined the deferred tax assets and liabilities on the basis of the differences between the financial
statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are
expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the
period that includes the enactment date.








The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized.
In making such a determination, the Company considers all available positive and negative evidence, including future reversals
of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded
amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income
taxes.








The
Company records

uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines
whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position
and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of
tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.









The
Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying
consolidated statement of operations. As of December 31, 2020, and December 31, 2019, no accrued interest or penalties are included
on the related tax liability line in the balance sheet and no deferred tax asset is recognized.













F-

7


















Net
Income (Loss) per Share










Basic
net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to common shareholders for the
period by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed
by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during
the period.








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

no

warrants or options outstanding.










Accounting for
Equity Raise












The Company recently
completed a private placement and raised $

556,129

by issuing

55,612,900

common shares along with

55,612,900

warrants expiring on September
30, 2022 exercisable at $

0.20

per share. During the twelve months ended December 31, 2020, the Company closed on $351,092 in equity and
issued

35,109,231

common shares and

35,109,231

warrants. Accounting Standards Codification (“ASC”) requires the Company to
first analyze the warrant to determine if the warrant is a liability or equity instrument.








The warrants in
the offering qualifies as equity. The issued warrant does not obligate the Company to repurchase its shares by transferring an asset.
The warrant does not obligate the Company to settle the warrant by issuing a variable number of shares if the monetary value of the obligation
is based on a predetermined fixed amount, variation in something other than the issuers stock price, or variations inversely related
to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants should be classified as equity.






The next step is
to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A
requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair in
order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation
which gave a value of 50% to the warrant and 50% to the common shares.












The following variables
were used to calculate the warrant value:





















Annualized volatility
of

865

%





















Expected life in years
of

1.02






















Discount rate –
bond equivalent (US Treasury 5-year coupon rate) of

0.37

%








The common share
value was computed by evaluating each equity raise closing date to VTNA’s market stock price to the price issue, which was $

0.01

/share.









Note
3 –

Equity Transactions










The
Company has authorized


500,000,000


shares of common stock with a par value of $


0.0001


. The total issued common stock as of December
31, 2020 and December 31, 2019 was

194,971,866

and

626,789

shares, respectfully.








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





































91,127,145

shares issued to the Company’s founders, officers and board members;











12,495,700

shares issued to the Company’s consultants;











55,612,837

shares issued to VitaNova Partners, LLC, and











35,109,231

shares issued to outside investors.








During
the year ended December 31, 2019 there were

no

equity transactions.









Note
4 –

Income Taxes










On
December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law.
The Act lowered the Company’s U.S. statutory federal income tax rate from

35

% to

21

% effective January 1, 2018, while also
imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future
foreign earnings. The impact of the Act had no material impact on the Company’s tax liability and deferrals.








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








Book
loss reconciliation to estimated taxable income is as follows:




































































2020









2019






Book
loss






$



(297,519



)






$



(4,515



)



Tax
adjustments:



























None









-












-






Estimate
of taxable income






$



(297,519



)






$



(4,515



)








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








The
components of the deferred tax asset are as follows:





































































































2020









2019






Current
deferred tax asset



























Net
operating loss carryforwards






$



(83,664



)






$



(16,509



)



Other
adjustments:



























None









-












-






Total
cumulative deferred tax asset









(83,664



)









(16,509



)



Valuation
allowance









83,664












16,509






Effective
income tax asset






$



-









$



-
















F-

8














Income
tax provision is summarized below (in thousands):

















































































































































2020









2019






Income
tax provision:



























Current
benefit (expense)



























Federal






$



-









$



-






State









-












-






Total
current









-












-






Deferred
benefit (expense)



























Federal









62,479












3,467






State









13,127












825






Total
deferred









76,254












4,292






Less:
Valuation allowance









(72,254



)









(4,292



)



Total






$



-









$



-











































Effective
and stated tax rate:












Federal









21.00



%



State









4.63



%



Total









25.63



%














































Cumulative
Net Operating Loss Carryforward:



2018






$



3,118






2019









4,292






2020









76,254












$



83,664










For
the years ended December 31, 2020 and December 31, 2019, the deferred tax asset of $

80,076

and $

16,509

, respectively, has a valuation
allowance of $

83,664

and $

16,509

, respectively, since management has determined the tax benefit cannot be reasonably assured of
being used in the near future.

The net operating loss carryforward, if not used, will begin to expire in 2045, and is severely restricted
as per the Internal Revenue Code if there is a change in ownership.









Note
5 –

Commitments and Contingencies










The
Company has no commitments or contingencies.









Note
6 –

Related Party Transactions










VitaNova
Partners, which owns approximately

28.75

% of VETANOVA, is providing management, including financial oversight, of VETANOVA.
As of December 31, 2020 VitaNova Partners owes the Company $

65,179

and as of December 31, 2019, VitaNova Partners had advanced
$

6,514

to the Company.








On
July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services
until the current private placement offering is completed and the shareholders of the Company can properly elect an independent
board of directors and appoint Company officers. VitaNova is paid $

456,000

annually for its management services. Payments are
made in 12 monthly installments of $

38,000

. On December 15, 2020 the consulting agreement was amended to reduce payments to $

19,000

a month effective January 1, 2021.








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



























100,622,845



shares issued to the Company’s founders, officers
and board members, and











55,612,837

shares issued to VitaNova Partners, LLC.









Note
7 –

Subsequent Events










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








On
March 12, 2021, the Company received an additional $

205,000

and issued

20,503,600

shares of the Company’s stock and

20,503,600

warrants, with each warrant to purchase one share of the Company’s stock at $

0.20

/share. The warrants expire on

September
30, 2022

.













F-

9

















VETANOVA
INC










Interim
Condensed and Consolidated Financial Statements






For
the Period Ended June 30, 2021














F-

10



















VETANOVA
INC








Condensed
and Consolidated Balance Sheets




































































































































































































































































































































































As of




June 30, 2021 (Unaudited)



Dec 31, 2020 (Derived from audit)


ASSETS









Current Assets









Cash and cash equivalents


$

583,644



$

-


Prepaid expenses



332




13,734


Due from related party - VitaNova Partners LLC



174,600




51,179


Total Current Assets



758,577




64,913


Long Term Assets









Property, equipment and software, net



-




-


Other long term assets



-




-


Total Long Term Assets



-




-


TOTAL ASSETS


$

758,577



$

64,913











LIABILITIES & STOCKHOLDERS’ EQUITY









Current Liabilities









Accounts payable


$

-



$

-


Accrued liabilities



10,000




11,925


Current portion of notes payable



-




-


Total Current Liabilities



10,000




11,925


Notes Payable, net of current portion



-




-


TOTAL LIABILITIES



10,000




11,925


Commitments & Contingencies (Notes 4)









Stockholders’ Equity









Common stock, $


0.0001


par value,


500,000,000


shares authorized,


213,142,169


and


194,971,866


shares issued and outstanding at June 30, 2021 and December 31, 2020, respectfully



70,511




68,694


VitaNova Solar Partners, LLC


53,391,350


common units outstanding and


2,168,611


preferred units outstanding,


100,000,000


preferred and


100,000,000


common units authorized



546,983




-


Additional paid-in capital



501,308




298,322


Accumulated (deficit)



(718,207

)



(314,028

)

Total VITANOVA INC EQUITY



400,594




52,988


Non-controlling interest in a subsidiary



347,982




-


TOTAL STOCKHOLDERS’ EQUITY



748,577




52,988


TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY


$

758,577



$

64,913








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













F-

11

















VETANOVA
INC








Condensed
and Consolidated Statements of Operations






(Unaudited)























































































































































































































































































































































































































































Three
Months ended June 30,









Six
Months ended June 30,












2021









2020









2021









2020






Revenue






$



-









$



-









$



-









$



-






Direct
cost of revenue









-












-












-












-






Gross
Margin









-












-












-












-






Operating
Expenses



















































General
and administrative









232,395












-












425,199












-






Depreciation
and amortization









-












-












-












-






Total
Operating Expenses









232,395












-












425,199












-






Profit
(Loss) from Operations









(232,395



)









-












(425,199



)









-






Other
Income (Expense)



















































Other









-












-












-












-






Total
Other Income (Expense)









-












-












-












-






Minority
Share of Loss









21,021












-












21,021


















Net
Profit (Loss) Before Taxes









(211,375



)









-












(404,179



)









-






Income
Tax (Provision) Benefit









-












-












-












-






Net
Profit (Loss)






$



(211,375



)






$



-









$



(404,179



)






$



-

























































(Loss)
per Common Share - Basic






$



(0.00



)






$



-









$



(0.00



)






$



-






(Loss)
per Common Share - Dilutive






$



(0.00



)






$



-









$



(0.00



)






$



-






Weighted
Average Shares Outstanding:



















































Basic









214,308,836












626,989












202,025,049












626,989






Dilutive









214,308,836












626,989












202,025,049












626,989















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

















F-

12





















VETANOVA
INC








Condensed
and Consolidated Statements of Cash Flows






(Unaudited)






































































































































































































































































Six
Months Ended












June
30,















2021












2020






Cash
Flows from Operating Activities:



























Net
Loss






$



(425,109



)






$



-






Adjustments
to reconcile net (loss) to net cash used in operating activities:



Depreciation
& amortization









-












-






VSP
common units issued for services









2,756


















Stock
returned that was issued for services









(233



)









-






Net
change in operating assets and liabilities:



























Decrease
in prepaid expenses









13,401












-






Increase
in related party payable









(123,421



)









-






(Decrease)
Increase in accounts payable









(1,927



)









-






Net
Cash Used in Operating Activities









(534,622



)









-






Cash
Flows from Investing Activities









-












-






Purchase
of VSP LLC units









(4,420



)









-






Net
Cash Used in Investing Activities









(4,420



)









-






Cash
Flows from Financing Activities



























Sale
of VETANOVA units









205,036












-






Sale
of VSP LLC units









917,650


















Cash
Flows from Financing Activities









1,122,686












-






Net
Change in Cash & Cash Equivalents









583,644












-






Beginning
Cash & Cash Equivalents









-












-






Ending
Cash & Cash Equivalents






$



583,644









$



-













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













F-

13



















VETANOVA
INC








Condensed
and Consolidated Statements of Changes in Stockholders’ Equity






(Unaudited)










































































































































































































































































































































































































































































































































































































































































Common
Stock










VetaNova
Solar












Additional































Shares


(000s)









Amount









Partners


(VSP)









Paid
In


Capital









Accumulated


(Deficit)









Noncontrolling


interest in VSP









Stockholders’


Equity






Six
Month Activity ending June 30, 2020























































































Balances,
December 31, 2019









627









$



49,260












-











$



(49,260



)






$



(16,509



)









-











$



(16,509



)



No
Activity for the Six Months ended June 30, 2020









-












-












-














-












-
























-






Balances,
June 30, 2020









627









$



49,260












-











$



(49,260



)






$



(16,509



)









-











$



(16,509



)


























































































Balances,
December 31, 2019









627









$



49,260





















$



(49,260



)






$



(16,509



)


















$



(16,509



)



2020
Activity:























































































Net
(Loss)









-









$



-
























-












(297,519



)


















$



(297,519



)



Private
placement









35,109









$



3,511












-














347,582












-












-











$



351,093






Stock
issued for services









103,623









$



10,362
























-












-





















$



10,362






Stock
issued to VitaNova Partners LLC









55,613









$



5,561












-














-












-












-











$



5,561






Balances,
December 31, 2020









194,972









$



68,694









$



-









$



298,322









$



(314,028



)






$



-









$



52,988





























































































2021
Six Month Activity:























































































Net
(Loss)









-









$



-












-












-












(404,179



)









-









$



(404,179



)



Private
placement - VTNA









20,503









$



2,051












-












202,986












-












-









$



205,037






VetaNova
Solar Partners









-












-












546,983












-












-












347,982









$



894,965






Return
of stock issued for services









(2,333



)






$



(233



)









-












-












-












-












(233



)



Balances,
June 30, 2021









213,142









$



70,511









$



546,983









$



501,308









$



(718,207



)






$



347,982









$



748,577













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














F-

14



















VETANOVA
INC








Notes
to Condensed Financial Statements






For
the Three and Six Months Ended June 30, 2021 and June 30, 2020










Note
1 –

Organization and Business










The
Company intends to have two streams of revenue. One is from the development, construction, and sale leaseback of solar powered greenhouse
facilities. The other from the growing fruits and vegetables for sale to local markets.








On
May 26, 2021 the Company acquired

29

% of the issued and outstanding shares of GrowCo, Inc. GrowCo’s only asset is an approximately

39

acre parcel of land in southeastern Colorado.








After
the date of this 10-Q the Company plans to acquire:





























GrowCo
Partners 1, LLC, which owns approximately

39

acres of land;








approximately

78

acres of land from GrowCo Partners 2, LLC, and








approximately


39


acres of land from GrowCo, Inc.









The

160

acres of land are located in southeastern Colorado. The Company
will pay

95,000,000

shares of its common stock and $

2,368,421

for GrowCo Partners 1, LLC and the land from GrowCo Partners 2, LLC and
GrowCo Inc.






There
is one fully completed

90,000

sq. ft. greenhouse, and one adjoining fully completed

15,000

sq. ft. warehouse on the land to be purchased
by the Company. The greenhouse/ warehouse facilities, once purchased, retrofitted and/or constructed, will be used by the Company to
grow farm fresh fruits and vegetables for delivery to local food markets. The completed greenhouse and warehouse have not been in operation
since 2020.








On
the land in southeastern Colorado the Company plans to:



























1.



retrofit
the existing greenhouse and warehouse so that the equipment in the greenhouse and warehouse will run on solar power as opposed to
propane.

(Estimated cost: $750,000. Estimated time to complete: six months). Acquire solar system to power the greenhouse/ warehouse
(Estimated cost: $1,125,000)







2.



construct
one new

90,000

sq. ft. greenhouse and one new


15,000


sq. ft. warehouse

(Estimated cost: $4,500,000. Estimated time to complete: twelve
months). Acquire solar system to power the greenhouse/ warehouse (Estimated cost: $1,125,000)







3.



construct
three new

180,000

sq. ft. greenhouses and three new

30,000

sq. ft. warehouses

(Estimated cost: $27,000,000. Estimated time to complete:
36 months). Acquire solar systems to power the greenhouses and warehouses (Estimated cost: $3,375,000)

.








The
greenhouse/warehouse facilities will be solar powered. The Company plans to acquire the solar systems which will power the greenhouse/
warehouse facilities from VetaNova Solar Partners, LLC. (“VSP”) at a cost of approximately $

1,125,000

per system. As of August
10, 2021 VSP had not constructed any solar systems and had cash of approximately $

333,000

. VSP will need to raise a significant amount
of capital to build the solar systems for the Company








The
Company plans to finance the cost of retrofitting the facility described in (1) above, and acquire the solar system needed to power the
facility, with a loan from a lender associated with Colorado’s Commercial Property Assessed Clean Energy Program (“C-PACE”).
Once the facility is operational, the Company plans to sell the facility to an investor and then lease back the facility from the investor.
With the proceeds from the sale of this facility, the Company expects to have sufficient funds to construct the facility described in
(2) above, and acquire the solar systems required to power the facility. Sequentially using the sale/ lease back financing technique
for each greenhouse/ warehouse facility (with the exception of the last facility) the Company expects to have sufficient capital to construct
the facilities described in (3) above and to acquire the solar systems for these facilities.








The
Company may also finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and acquiring solar systems
through future offering of the Company’s securities proceeds from the exercise of the Company’s warrants or borrowings from
private lenders.













F-

15














As
of the date of this 10-Q the Company did not have any agreements with any person to purchase any of the Company’s securities lend
any funds to the Company or purchase and lease back any of the greenhouse/ warehouse facilities which the Company plans to retrofit or
construct.








Recent
Transactions








On
July 12, 2021, the Company issued


91,072,971


shares of its common stock, as well as warrants to purchase an additional

10,249,375

shares
of its common stock, to VitaNova Partners, LLC (“VitaNova”) in payment of expenses (amounting to $

9,108

) paid by VitaNova
on behalf of the Company. The warrants are exercisable at any time on or before

December 31, 2022

at a price of $

0.20

per share. VitaNova
then transferred those shares to certain members of VitaNova in exchange for the members interests in VitaNova. John McKowen, the Company’s
only Officer and Director and a controlling person of VitaNova, did not receive any of these shares.








On
May 26, 2021 the Company acquired

29%

of the issued and outstanding shares of GrowCo, Inc. as well as membership interests in GrowCo
Partners 1, LLC from an unrelated third party. In consideration for the assignment of these securities the Company issued the unrelated
third party


4,384,913


shares of the Company’s common stock as well as warrants to purchase an additional

4,384,913

shares of the
Company’s common stock. The warrants are exercisable at any time on or before

September 30, 2022

at a price of $

0.20

per share.








The
Company recently completed a private placement and raised $

556,129

by issuing

55,612,900

common shares along with

55,612,900


2

-year warrants
exercisable at $

0.20

per share.









Note
2 –

Summary of Significant Accounting Policies











Basis
of Presentation









The
unaudited interim consolidated financial statements, prepared using the accrual basis of accounting, included herein, have been presented
in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make
the information presented not misleading.








In
the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion
of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial
statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto
included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim
reports.









Use
of Estimates









The
preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management
to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reported period. Actual results could differ materially from those estimates.











Consolidation









In
January 2021, the Company formed VetaNova Solar Partners, LLC (“VSP”). VSP is authorized to issue

100,000,000

common and

100,000,000

preferred membership units. As of June 30, 2021,

71,744,011

common units and

2,168,611

preferred units were outstanding,
representing a total of

73,942,622

units outstanding. The Company owns

44,209,020

of common units of VSP which represent approximately

60

% of the outstanding common units of VSP. Additionally, both the Company and VSP share common management. As a result, VSP is consolidated
with the Company’s financial statements.















F-

16

















Cash
and cash equivalents









For
purposes of reporting cash flows, the Company considers cash and cash equivalents to include highly liquid investments with original
maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest
rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments.









Income
Taxes









The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company
has determined the deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis
of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect
of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.








The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines
that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment
to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.








The
Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of its position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is
more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.









Net
Income (Loss) per Share









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








As
of December 31, 2020, and June 30, 2021, the Company’s outstanding warrants were excluded from the fully diluted weighted average
number of shares outstanding since the warrants would be anti-dilutive.









Accounting
for Equity Raise









The
Company recently sold common stock and warrants. Accounting Standards Codification (“ASC”) requires the Company to first
analyze the warrants to determine if the warrants are a liability or an equity instrument.








The
warrants in the offering qualify as equity. The warrants do not obligate the Company to repurchase its shares by transferring an asset.
The warrants do not obligate the Company to settle the warrants by issuing a variable number of shares if the monetary value of the obligation
is based on a predetermined fixed amount, variation in something other than the issuers stock price, or variations inversely related
to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants have been classified as equity.








The
next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC
820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute
the fair in order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed
this calculation which gave a value of 50% to the warrant and 50% to the common shares.








The
following variables were used to calculate the warrant value:































Annualized
volatility of

865%











Expected
life in years of

1.02











Discount
rate – bond equivalent (US Treasury 5-year coupon rate) of

0.37

%













F-

17














The
common share value was computed by evaluating each equity raise closing date to the Company’s market stock price to the price issue,
which was $

0.01

/share.









Note
3 –

Equity Transactions










During
the six months ended June 30, 2021 there were the following equity transactions:
































20,503,600

shares to outside investors;











36

shares as a rounding/true-up issuance to an outside investor, and











2,333,333

shares returned from a prior issuance to a consultant for services rendered.








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





































91,127,145

shares issued to the Company’s founders, officers and board members;











12,495,700

shares issued to the Company’s consultants;











55,612,837

shares issued to VitaNova Partners, LLC, and











35,109,231

shares issued to outside investors.











Note
4 –

Commitments and Contingencies










The
Company has no commitments or contingencies.









Note
5 –

Related Party Transactions










As
of June 30, 2021 VitaNova Partners owed the Company $

174,600

.








On
July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services to the
Company. VitaNova is paid $

456,000

annually for its management services. Payments are made in 12 monthly installments of $

38,000

. On
December 15, 2020 the consulting agreement was amended to reduce payments to $

19,000

a month effective January 1, 2021.








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



























91,127,145

shares issued to the Company’s founders, officers and board members, and











55,612,837

shares issued to VitaNova Partners, LLC.








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






















17,621,538

VSP common units were issued to John McKowen.









Note
6 –

Subsequent Events










On
August 4, 2021 the Company entered in an agreement with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive
right to sell and market all US Grade No. 1 fresh fruits and vegetables produced from all of the Company’s greenhouses that exist or may be built in North America.















F-

18

















PART
II INFORMATION NOT REQUIRED IN PROSPECTUS












Item
13. Other Expenses of Issuance and Distribution.









The
following table shows the costs and expenses payable by the Company in connection with this registration statement.


















































SEC Filing Fee


$

3,375


Legal Fees and Expenses



40,000


Blue Sky Fees and Expenses



7,500


Accounting Fees and Expenses



5,000


Miscellaneous Expenses



4,125


Total*


$

60,000








*
All expenses other than the SEC filing fee are estimated.











Item
14. Indemnification of Officers and Directors









The
Nevada Revised Statutes and the Company’s Bylaws provide that the Company may indemnify any and all of its officers, directors,
employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in
connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall
be determined to not have acted in good faith and in the Company’s best interest.








Our
Bylaws authorize indemnification of a director, officer, employee or agent against expenses incurred by him in connection with any action,
suit, or proceeding to which he is named a party by reason of his having acted or served in such capacity, except for liabilities arising
from his own misconduct or negligence in performance of his duty. In addition, even a director, officer, employee, or agent found liable
for misconduct or negligence in the performance of his duty may obtain such indemnification if, in view of all the circumstances in the
case, a court of competent jurisdiction determines such person is fairly and reasonably entitled to indemnification. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, or controlling persons pursuant
to these provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.









Item
15. Recent Sales of Unregistered Securities.

































































During
the year ended December 31, 2020:












Note














Reference

























103,622,845
shares issued to management and consultants,






B

























55,612,837
shares were issued to VitaNova Partners, LLC (“VitaNova”) in consideration for payment of expenses (amounting
to $5,561).






B


























































During 2020 and 2021 the Company sold 55,613,860 Units at a price
of $0.01 per Unit to 18 persons. Each Unit consisted of one common share and a warrant to purchase one additional common share
at a price of $0.20 per share. The warrants expire on December 31, 2022.




A






In March 2021 the Company sold 20,503,600 Units at a price of $0.01
per Unit to an unrelated third party. Each Unit consisted of one common share and a warrant to purchase one additional common
share at a price of $0.20 per share. The warrants expire on December 31, 2022.




A






In May 2021 the Company acquired 29% of the issued
and outstanding shares of GrowCo, Inc. as well as membership interests in GrowCo Partners 1, LLC from an unrelated third party. In
consideration for the assignment of these securities the Company issued the unrelated third party 4,384,913 shares of the Company’s
common stock as well as warrants to purchase an additional 4,384,913 shares of the Company’s common stock. The warrants are
exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.




B






On July 12, 2021 the Company issued 91,072,971
shares of its common stock, as well as warrants to purchase an additional 10,249,375 shares of its common stock, to VitaNova Partners,
LLC (VitaNova”) in payment of expenses (amounting to $9,108) paid by VitaNova on behalf of the Company. The warrants are exercisable
at any time on or before December 31, 2022 at a price of $0.20 per share. VitaNova then transferred those shares to certain members
of VitaNova Partners in exchange for the members’ interests in VitaNova. John McKowen, the Company’s only Officer and
Director and a controlling person of VitaNova, did not receive any of those shares.






B






In July 2021 the Company sold 4,116,870 shares of its common stock
to five unrelated third parties for services rendered valued at $412.00




B














A.






The
Company relied upon the exemption provided by Rule 506 of the Securities and Exchange Commission in connection with the sale of these
shares. There was no general solicitation in connection with the sale of these shares. The persons who acquired these securities
acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid in connection with the sale of these securities.














B.






The
Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of these securities.
The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s
operations. There was no general solicitation in connection with the sale of these securities. The persons who acquired these securities
acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid in connection with the sale of these securities.











II-

1





















Item
16. Exhibits and Financial Statement Schedules











The
following exhibits are filed with or incorporated by referenced in this Registration Statement:













































































































Item
No.




Description



3.1
(1)





Articles of Incorporation




3.2
(1)





Certificate of Amendment




3.3
(1)





Certificate of Amendment




3.4
(1)





Amended and Restated Bylaws




4.1





Form of Warrant




4.2
(2)





Promissory Note dated August 17, 2020 due to VitaNova Partners LLC




5





Opinion of Counsel




10.4
(1)





Securities Purchase Agreement between VitaNova Inc and the several investors listed therein




10.5
(3)





Management Agreement between VitaNova Inc and VitaNova Partners LLC




10.6
(4)





Modification of Management Agreement between VitaNova Inc and VitaNova Partners LLC




10.7
(5)





Agreement to acquire GrowCo Partners 1, LLC (By virtue of this agreement, the Company will acquire the real property owned by GrowCo Partners 1, LLC).




10.8
(5)





Agreement to acquire real property owned by GrowCo Partners 2, LLC.




10.9
(5)





Agreement to acquire real property owned by GrowCo, Inc.



10.10



Amended Agreement to acquire GrowCo Partners 1, LLC


10.11



Amended Agreement to acquire real property owned by GrowCo Partners 2, LLC.


10.12



Amended Agreement to acquire real property owned by GrowCo, Inc.


10.13



Agreement with Mastronardi Produce Limited (Certain information has been excluded from this agreement, indicated by blacked out wording, because such information is (i) not material and (ii) would be competitively harmful if publicly disclosed)



23.1





Consent of Attorneys




23.2





Consent of Accountants














































(1)



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









(2)



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









(3)



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









(4)



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




(5)

Filed with Amendment No. 1 to this Registration Statement.













Item
17.





Undertakings









The
undersigned registrant hereby undertakes: