Section 5.06 -Change in Shell Company Status.
Based on the current operations of Vilacto Bio, Inc. (the “Company”),
the Company ceased being a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
The current operations of the Company are described in this Current Report on Form 8-K.
The Company was incorporated in the State of Nevada on February
25, 2013. On February 21, 2017, Dana Gallovicova, the sole officer and director at the time, agreed to transfer her 5,000,000 shares
of common stock in the Company to Gert Andersen pursuant to a Stock Purchase Agreement. Upon Mr. Andersen taking over as sole officer
and director, the Company has devoting substantially all of its efforts to establish a new business in the skin care industry.
In the past few months, the Company has taken active steps to further
its business plan, including the following:
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On April 4, 2017, the Company entered into a license agreement with Pharma GP ApS. (“Pharma GP”)
and acquired an exclusive license to sell certain cosmetic products or ingredients covered by United States Patent No. US 8,637,075
in the territory of the United States. The Company’s products are manufactured by Pharma GP.
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In July, 2017, the Company upgraded its facility to include an additional storage containers, improved mixing
machines and upscale filtration units.
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In July 2017, the Company launched and is currently marketing a line of skin care products on its website
at www.vilacto.com. The Company has entered into an affiliate network program with Rakuten / LinkShare, whereby other websites
in the industry will post links to the Company’s website.
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On August 29, 2017, the Company has made an agreement with Rakuten Super Logistics (RSL) to handle inventory,
fulfillment and shipment.
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On October 27, 2017, the Company entered into a licensing agreement with Carmen Electra to develop a daily
use cream under the brand name Carmen Electra by Vilact,
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The Company has secured 19,500 units of product in its inventory, which consists of lotions, skin care creams
and gels, lip balms, foot creams and oils, and similar items.
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The Company is in the final stages of developing its new anti-aging skin care line.
As a result of the foregoing, the Company had $133,284 in inventory
on its balance sheet as of September 30, 2017 and is required to make ongoing minimum monthly royalty payments to Pharma GP. As
such, the Company’s financial statements provide evidence that its operations are no longer nominal. The Company incurred
$57,235 in operating expenses for the three months ended September 30, 2017 in pursuit of its business plan. The Company is no
longer a shell company.
Form 10 Information
BUSINESS
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and quarterly report on Form 10-Q filed with the SEC on November 8, 2017 and is incorporated herein by reference.
RISK FACTORS
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
FINANCIAL INFORMATION
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and quarterly report on Form 10-Q filed with the SEC on November 8, 2017 and is incorporated herein by reference.
PROPERTIES
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information known to us with
respect to the beneficial ownership of our Common Stock as of November 14, 2017, by (1) all persons who are beneficial owners of
5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers
as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules
of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital
stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own
any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through
the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date
is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which
such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as
of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables
does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that
power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all shares
are owned directly and the percentage shown is based on 90,000,000 shares of common stock issued and outstanding on November 14,
2017. Except as otherwise indicated, the address of each person named in this table is c/o Vilacto Bio Inc., Fabriksvej 48 4700
Naestved, Denmark.
Title of class
|
Name and address of beneficial owner
|
Amount of beneficial ownership
|
Percent of class
|
Executive Officers & Directors:
|
Common
|
Gert Andersen
|
75,000,000 shares
|
83%
|
Total of All Directors and Executive Officers:
|
75,000,000 shares
|
83%
|
More Than 5% Beneficial Owners:
|
None
|
|
|
|
DIRECTORS AND EXECUTIVE OFFICERS
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
EXECUTIVE COMPENSATION
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
LEGAL PROCEEDINGS
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and quarterly report on Form 10-Q filed with the SEC on November 8, 2017 and is incorporated herein by reference.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and is incorporated herein by reference.
RECENT SALES OF UNREGISTERED SECURITIES
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and quarterly report on Form 10-Q filed with the SEC on November 8, 2017 and is incorporated herein by reference.
DESCRIPTION OF SECURITIES
The
information required to be provided herein is set forth in “Description of Securities” and other portions of the Prospectus
in the Form S-1/A filed with the SEC on July 23, 2013, and in Form 8-K filed with the SEC on April 5, 2017.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The
information required to be provided herein is set forth in “Description of Securities” and other portions of the Prospectus
in the Form S-1/A filed with the SEC on July 23, 2013.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on
July 14, 2017 and quarterly report on Form 10-Q filed with the SEC on November 8, 2017 and is incorporated herein by reference.
Changes
in and disagreements with accountants on accounting and financial disclosure
The
information required to be provided herein is set forth in “Items 4.01 and 9.01” in the Form 8-K filed with the SEC
on June 13, 2017, and is incorporated herein by reference.