SEC Info - Veroni Brands Corp. - ‘10-Q’ for 6/30/22

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		Alternative Formats (Word, et al.) Balance Sheets (Unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Unaudited Financial Statements Other Information Part I. Financial Information Part Ii. Other Information Quantitative and Qualitative Disclosures about Market Risk Risk Factors Signatures Statement of Changes in Stockholders' Equity (Unaudited) Statements of Cash Flows (Unaudited) Statements of Operations (Unaudited) Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I. Financial Information
"	Financial Statements
"	Balance Sheets (Unaudited)
"	Statements of Operations (Unaudited)
"	Statement of Changes in Stockholders' Equity (Unaudited)
"	Statements of Cash Flows (Unaudited)
"	Notes to Unaudited Financial Statements
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures about Market Risk
"	Controls and Procedures
"	Part Ii. Other Information
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits
"	Signatures

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

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

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

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

If an emerging growth company, indicate by the 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. i ☐

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company operates in the consumer packaged goods industry and it is focused on the import, sale and distribution of premium chocolate and snack products produced in Europe. The Company also serves as a supplier of confectionery products for major U.S. retailers under private label brands. The Company has established itself as a vendor of record with national retail chains across the United States and other well-known international retailers allowing its products to be sold in thousands of stores in the United States.

Our goal is to develop multiple brands of consumer packaged goods and become one of the leading suppliers and distributors in the United States of premium chocolate, snacks and beverage products from Europe. Our wide range of premium chocolate, snacks and beverage items allowed us to establish strong relationships with national retail chains across the United States and international retailers.

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

Veroni currently distributes its chocolate products under the Sweet Desire and Baron Chocolatier brands, as well as private label chocolate bars, cups and bites.

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

Veroni plans to gradually increase chocolate sales by offering products made with all natural ingredients priced at a slight discount to premium brand chocolates offered by competitors such as Godiva, Russell Stover, Lindt, and Ghirardelli. It also plans to incrementally grow chocolate sales by cross-merchandising chocolate products with its retail partners’ wine and coffee products.

Revenues for the three months ended June 30, 2022 were $10,988 as compared with $1,585,183 for the comparable prior year period, a change of $1,574,195, or 99%. In 2022, the Company’s revenues were impacted by loss of retail customers due to significant product cost increase. Therefore, the Company experience significant reduction in revenue in the three months ended June 30, 2022.

Cost of sales for the three months ended June 30, 2022 was $25,529 as compared with $1,240,765 for the comparable prior year period, a change of $1,215,236 or 98%. The decrease was primarily due to reduced sales.

Gross profit for the three months ended June 30, 2022 was $(15,541) as compared with $344,418 for the comparable prior year period, a change of $359,959 or 104%. The decrease was primarily due to reduced sales.

Operating expenses for the three months ended June 30, 2022 were $451,594 as compared with $365,994 for the comparable prior year period, a change of $85,600 or 23%. The increase was primarily due to stock issued to officer for services.

Our net loss for the three months ended June 30, 2022 was $459,985 as compared with a net loss of $25,080 for the comparable prior year period, a change of $434,905 or 95%. The decrease was primarily due to reduced sales.

General and administrative expenses for the three months ended June 30, 2022 was $450,186 as compared with a $255,983 for the comparable prior year period, a change of $194,203 or 76%. The increase was primarily due to stock issued to officer for services.

Revenues for the six months ended June 30, 2022 were $159,652 as compared with $2,483,359 for the comparable prior year period, a change of $2,323,707, or 94%. In 2022, the Company’s revenues were impacted by loss of retail customers due to significant product cost increase. Therefore, the Company experience significant reduction in revenue in the six months ended June 30, 2022.

Cost of sales for the six months ended June 30, 2022 was $120,671 as compared with $1,870,816 for the comparable prior year period, a change of $1,750,145 or 94%. The decrease was primarily due to reduced sales.

Gross profit for the six months ended June 30, 2022 was $38,981 as compared with $612,543 for the comparable prior year period, a change of $573,562 or 94%. The decrease was primarily due to reduced sales.

Operating expenses for the six months ended June 30, 2022 were $1,035,141 as compared with $718,999 for the comparable prior year period, a change of $316,142 or 44%. The increase was primarily due to stock issued to officer for services.

Our net loss for the six months ended June 30, 2022 was $993,200 as compared with a net loss of $109,460 for the comparable prior year period, a change of $883,740 or 807%. The increase was primarily due to reduced sales.

General and administrative expenses for the six months ended June 30, 2022 was $1,013,221 as compared with a $549,200 for the comparable prior year period, a change of $464,021 or 84%. The increase was primarily due to stock issued to officer for services.

During the six months ended June 30, 2022, the Company’s operating activities used net cash of $158,616, due primarily to the net loss of $993,200, decrease in accounts payable related party of $25,879, and decrease in trade accounts receivable of $10,294, offset by increase of $48,125 in contract receivables and $7,724 in inventory, and an increase in accrued liabilities of $60,907. In comparison, the Company’s operating activities used net cash of $489,300 during the comparable 2021 period, due primarily to reduction of contract receivables of 434,162.

Net cash provided by financing activities was $173,257, from proceeds of notes payable-related party of 112,200 and proceeds from issuance of common stock of 100,500 less repayment of contract receivables with recourse of 39,443. For the comparable 2021 period, net cash provided by financing activities totaled $463,354, from the proceeds of the Company’s contract receivables financing,

The Company had a cash balance of $18,732 and a working capital deficit of $843,123 as of June 30, 2022, as compared to a cash balance of $4,091 and a working capital deficit of $759,088, as of December 31, 2021.

Under the Small Business Administration (“SBA”), the Company applied for the Paycheck Protection Program (“PPP”) and received a loan from the SBA in the amount of $56,250 (the “PPP Loan”). These loans are forgiven if used for payroll, payroll benefits, including health insurance and retirement plans, as well as certain rent payments, leases, and utility payments, which are limited to 40% of the loan proceeds, all of which if paid within either 8 weeks or 24 weeks of the receipt of the loan proceeds. On October 14, 2021 we received notice from the SBA that $38,550.50 of the balance of the PPP Loan has been forgiven. The Company has elected to record these advances under the debt treatment for these loans, under GAAP guidance. The remainder of the PPP Loan will accrue interest at 1% per annum and be paid in monthly payments of $3,003.05. As of June 30, 2022, a balance of $963 was outstanding under the PPP Loan.

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

In connection therewith, the Company executed (i) a note for the benefit of the SBA (the “SBA Note”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”).

The Company’s proposed activities will necessitate significant uses of capital into and beyond 2022, particularly for the financing of inventory. While the Company has a factoring arrangement, sales of equity securities in the Company would result in reduced financing costs. Since the beginning of 2018 and through June 30, 2022, the Company has engaged in sales of its equity securities in private placements. Through June 30, 2022, 134,000 shares have been sold for total gross proceeds of $100,500, 900,000 shares have been issued for services rendered valued at $787,500.

During 2022 and 2021, sales were concentrated in two customers. One of these customers notified the Company that they decided to terminate the private label program going forward. Sales in 2022 are expected to decrease by 63%. As vendor selection is an annual process with this customer, the Company is planning to reapply as a vendor for 2023 season and broaden its customer base. For the next few years, the Company will continue to focus on obtaining visibility for the products by contacting convenience store locations and small distributors to those types of locations. In addition, the Company will also continue to expand the number of products to be imported from Europe and distributed throughout the United States.

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

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. In 2019, the Company entered into a factoring agreement covering its accounts receivable (see below). The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In the near term, the Company plans to rely on its primary stockholders to continue to fund the Company’s continuing operating requirements. The Company will require a minimum of $600,000 for the next 12 months to fund its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate the Company’s business of selling and distributing its products. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable profitability.

Due to the above-described difficulties, management is seeking other opportunities outside of the import/distribution business in order to bring value to the stockholders.

On February 21, 2019, the Company entered into a factoring agreement with an unrelated third party, Advance Business Capital LLC, dba Interstate Capital (“ICC”), pursuant to which the Company sells the majority of its accounts receivable to ICC for 85% of the value of the receivable. The term of the agreement is for 12 months and automatically renews for additional 12-month periods. The accounts receivable are sold with recourse back to the Company, meaning that the Company bears the risk of non-payment by the account debtor. To secure its obligations to ICC, the Company has granted a blanket security interest in its other assets, such as inventory, equipment, machinery, furniture, fixtures, contract rights, and general intangibles. The loan is guaranteed by two major shareholders of the Company. On September 11, 2019, the lender (which now does business as Triumph Business Capital) entered into an amended agreement with the Company which lowered the interest charged by the lender from 0.49% for every 10 days to prime rate (with a floor of 5.5%) plus 3%. On January 27, 2021, the agreement was further amended to include the factoring of purchase orders at the Wall Street Journal Prime Rate. As of June 30, 2022 and December 31, 2021, the Company owes $454 and $39,897 respectively for advances on their receivables. The Company bears all credit risk related to the receivables factored.

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

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

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

Evaluation of Disclosure Controls and Procedures and Changes in Internal Controls

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

As of June 30, 2022, our management carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, the President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2022, because of the identification of the material weakness in internal control over financial reporting described below. Notwithstanding the material weakness that existed as of June 30, 2022, our President and Chief Financial Officer has concluded that the financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, we conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 1992, as of June 30, 2022.

As a result of our material weakness described below, management has concluded that, as of June 30, 2022, our internal control over financial reporting was not effective based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility, that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with its assessment, management identified the following material weaknesses at June 30, 2022:

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

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

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

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

During the second quarter the Company sold total of 134,000 of its common stock at $0.75 per share for the total proceeds of $100,500.00. The use of proceeds has been used for ordinary operational expenses.

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

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

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

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:	F-1

	Balance Sheets (Unaudited)	F-1

	Statements of Operations (Unaudited)	F-2

	Statement of Changes in Stockholders’ Equity (Unaudited)	F-3

	Statements of Cash Flows (Unaudited)	F-4

	Notes to Unaudited Financial Statements	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7

Item 4.	Controls and Procedures	7

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3.	Defaults Upon Senior Securities	9

Item 4.	Mine Safety Disclosures	9

Item 5.	Other Information	9

Item 6.	Exhibits	9

SIGNATURES		10

	2022			2021
ASSETS		Unaudited
Current Assets
Cash & equivalents	$	i 18,732		$	i 4,091
Accounts Receivable, net allowance for doubtful accounts of $ i 9,816 and $ i 0, respectively		i 10,419			i 9,941
Contract Receivables with recourse		-			i 48,125
Inventory		-			i 7,724
Prepaid expenses and other current assets		i 89,194			i 103,369
Total Current Assets		i 118,345			i 173,250

Other Assets
Deposits		i 9,310			i 9,310
Right-of-use asset-operating, net		-			i 19,163
Total Other Assets		i 9,310			i 28,473

Total Assets	$	i 127,655		$	i 201,723

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	i 55,769		$	i 98,776
Accounts payable related party		i 580,701			i 606,580
Contract receivables liability with recourse		i 454			i 39,897
Accrued liabilities		i 209,081			i 148,174
Paycheck protection loans (PPP)		i 963			i 14,977
Contract liabilities		i 2,300			i 8,800
Due to related party		i 112,200			-
Short-Term lease liability-operating		-			i 15,134
Total Current Liabilities		i 961,468			i 932,338

Long-term Liabilities
Economic injury disaster loan (EIDL)		i 150,000			i 150,000

Total Long-Term Liabilities		i 150,000			i 150,000

Total Liabilities		i 1,111,468			i 1,082,338

STOCKHOLDERS’ DEFICIT
Preferred Stock, $ i i 0.0001 / par value; i i 20,000,000 / shares authorized; i i none / outstanding as of June 30, 2022 and December 31, 2021		-			-
Common Stock, $ i i 0.0001 / par value; i i 100,000,000 / shares authorized; i i 28,416,029 / and i i 27,382,029 / shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		i 2,842			i 2,739
Additional paid-in capital		i 2,099,219			i 1,209,320
ACCUMULATED DEFICIT		( i 3,085,874	)		( i 2,092,674	)

Total Stockholders’ Deficit		( i 983,813	)		( i 880,615	)

Total Liabilities and Stockholders’ Deficit	$	i 127,655		$	i 201,723

	2022			2021

Cash flow from operating activities:
Net Loss	$	( i 993,200	)	$	( i 109,460	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for service		i 787,500			i 47,250
Accrued interest - related party		i 2,002			-
PPP loan forgiveness		( i 14,014	)		-

Changes in:
Trade accounts receivable		( i 10,294	)		( i 311,319	)
Allowance for doubtful accounts		i 9,816			-
Contract receivables		i 48,125			( i 434,162	)
Prepaid expenses and other current assets		i 14,175			i 2,211
Inventory		i 7,724			( i 1,582	)
Accounts payable		( i 43,007	)		i 38,787
Accounts payable related party		( i 25,879	)		i 127,544
Accrued liabilities		i 60,907			i 59,822
Contract liabilities		( i 6,500	)		i 92,300
ROU asset/liability		i 4,029			( i 691	)
Net cash used in operating activities		( i 158,616	)		( i 489,300	)

Cash flows from financing activities:
Proceeds of notes payable-related party		i 112,200			-
Proceeds from issuance of common stock		i 100,500
Proceeds from (repayment of) contract receivables with recourse		( i 39,443	)		i 463,354
Net cash provided by financing activities		i 173,257			i 463,354

Net change in cash		i 14,641			( i 25,946	)

Cash at the beginning of the year		i 4,091			i 116,730

Cash at the end of the period	$	i 18,732		$	i 90,784

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	i 3,484		$	-

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

	June 30, 2022		December 31, 2021

Prepaid packaging	$	i 26,621	$	i 28,318
Prepaid inventory		i 62,573		i 75,051
Total prepaid expenses	$	i 89,194	$	i 103,369

Veroni Brands Corp. – ‘10-Q’ for 6/30/22

On: Wednesday, 8/17/22, at 4:58pm ET · For: 6/30/22 · Accession #: 1493152-22-23340 · File #: 0-55735

Previous ‘10-Q’: ‘10-Q’ on 5/23/22 for 3/31/22 · Next & Latest: ‘10-Q’ on 12/16/22 for 9/30/22

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

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

	June 30, 2022		December 31, 2021

Finished goods – in warehouse	$	-	$	i 7,724

		1
2022	$	-
2023		i 2,181
2024		i 3,285
2025		i 3,410
2026		i 3,540
Thereafter		i 137,584
Long term debt	$	i 150,000

	June 30, 2022		December 31, 2021

Due to officer	$	i 112,200	$	-
Total related party	$	i 112,200	$	-

	2022		2021
Chocolate	$	i 159,652	$	i 2,483,358
Totals	$	i 159,652	$	i 2,483,359

	●	The Company hired CA Fortune to analyze and develop the brand and create a portfolio of new products. The Company’s chocolate products are GMO free and Kosher and Halal certified, and contain all natural ingredients with zero trans-fat, no artificial flavors or colors.

	●	The Company is approved and licensed by Rainforest Alliance to sell its chocolate products nationwide to its customers The Company believes that its key competitive advantage is that it can provide premium chocolate products at mainstream prices. The product is manufactured in Europe and imported via port in Germany into a warehouse near port of New Jersey and from there its being shipped across the country to its costumers’ distribution centers.

	●	The Company handles the product design and development phases in-house, in collaboration with leading product design and development teams who traditionally serve major retailers in the United States.

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

	●	There is a lack of segregation of duties within the accounting and financial reporting process along with the proper safeguards to prevent the management override of controls, as the Company has only one executive officer.
	●	Since we use external consultants to prepare our financial statements and provide sufficient documentation of such preparation and review procedures, our officer must rely on such documentation.
	●	We had only one executive officer at June 30, 2022.

		Incorporated by
Exhibit		Reference		Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.				X
101.INS	Inline XBRL Instance Document				X
101.SCH	Inline XBRL Taxonomy Extension Schema Linkbase Document.				X
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document.				X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				X
101.LAB	Inline XBRL Taxonomy Label Linkbase Document.				X
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.				X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	VERONI BRANDS CORP.

Dated: August 17, 2022	By:	/s/ Igor Gabal
		Igor Gabal, President and Chief Financial Officer

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/17/22
For Period end:	6/30/22	NT 10-Q
	5/4/22
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