VCBD Vitalibis Inc (CE)

THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

Pursuant to 14a-16(a) (and as required by Rule 14c-2) of the regulations of the U.S. Securities and Exchange Commission (the “Commission”), Corporate Actions will not become Effective before the date which is 20 calendar days after this Information Statement was first mailed to stockholders. The Information Statement is being mailed on or about January __, 2018, to stockholders of record on the Record Date.

You are urged to read the Information Statement in its entirety for a description of the action taken by consent by certain stockholders representing more than a majority of the voting power of our outstanding shares of Common Stock.

The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.

GENERAL

This Information Statement has been filed with the Commission and is being furnished to the holders of the outstanding and voting shares of stock of SHENG YING ENTERTAINMENT CORP.., a Nevada corporation (the “Company”, “we”, “our” or “us”). The purpose of this Information Statement is to provide notice that on or about December 29, 2017 (regarding the Name Change and Forward Split), and January 2, 2018 (regarding the Increase in Authorized Stock), the Company received written consents in lieu of a meeting of Stockholders from three (3) holders of an aggregate of 9,000,000 shares of voting securities (3,000,000 shares each holder), representing approximately 83.3% of the 10,804,000 shares of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve the following Corporate Actions:

A copy of the Certificate of Amendment (the “ Amendment ”) to be filed with the State of Nevada for the Name Change and Increase in Authorized Stock is attached to this Information Statement as Schedule A.

Our Board of Directors approved the Amendments, to change our name and increase our authorized stock, and to effect the split of our common shares, in an effort seeking to enhance our Company’s ability to attract future financing and help effect a more focused plan of operations.

The entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held of record by them.

Our Board of Directors has fixed the close of business on December 31, 2017, as the Record Date for the determination of shareholders who are entitled to receive this Information Statement. There were 10,804,000 shares of our common stock issued and outstanding on December 31, 2017. We anticipate that a definitive copy of this Information Statement will be mailed on or about January __, 2018, to all shareholders of record as of the Record Date.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION AND FORWARD SPLIT OF OUR ISSUED AND OUTSTANDING COMMON STOCK.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

FORWARD LOOKING STATEMENTS

This Information Statement and other reports that the Company files with the Commission (the “SEC”) contain forward-looking statements about the Company’s business containing the words “believes”, “anticipates”, “expects” and words of similar import. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to be materially different from the results or performance anticipated or implied by such forward-looking statements. Given these uncertainties, stockholders are cautioned not to place undue reliance on forward-looking statements. Except as specified in SEC regulations, the Company has no duty to publicly release information that updates the forward-looking statements contained in this Information Statement. An investment in the Company involves numerous risks and uncertainties, including those described elsewhere in this Information Statement. Additional risks will be disclosed from time-to-time in future SEC filings.

SHAREHOLDERS SHOULD NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES .

DESCRIPTION OF THE COMPANY’S CAPITAL STOCK

We are authorized to issue up to 45,000,000 shares of Common Stock, par value $0.001 per share. As of December 31, 2017, we had issued a total of 10,804,000 shares of Common Stock. We are also authorized to issue up to 5,000,000 shares of Preferred Stock, par value $0.001 per share. No Preferred Stock has ever been issued.

Each outstanding share of Common Stock entitles the holder thereof to one vote per share on all matters.

The holders of shares of our Common Stock are entitled to dividends out of funds legally available when and as declared by our Board of Directors.

Our Board of Directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors. As of the close of business on December 31, 2017, we had a total of 10,804,000 shares of Common Stock issued and outstanding.

DISSENTERS’ RIGHTS

Under Nevada law, holders of our Common Stock are not entitled to dissenters’ rights of appraisal with respect to any of the Corporate Actions.

OUTSTANDING VOTING SECURITIES

Our authorized capital stock consists of 45,000,000 shares of Common Stock, par value $0.001 per share, of which 10,804,000 shares are issued and outstanding as of the Record Date.

SECURITY OWNERSHIP OF CONSENTING STOCKHOLDERS

On December 19, 2017, and January 2, 2018, the Board unanimously adopted resolutions declaring the advisability of, and recommending that stockholders approve, the Corporate Actions. In connection with the adoption of these resolutions, the Board elected to seek the written consent of the holders of a majority of the Company’s issued and outstanding Common Stock in order to reduce the costs and implement the proposals in a timely manner.

On December 29, 2017, and January 2, 2018, the following 3 Stockholders (“Consenting Stockholders”), 2 of whom are members of the Company’s management team, who, in the aggregate, and collectively own 9,000,000 shares of the Company’s total issued and outstanding Common Stock (approximately 83.3%), consented in writing to the three (3) proposed Corporate Actions:

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of December 31, 2017, by (i) each person known to us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each executive officer and each other executive officer set forth in the Execution Compensation section and (iv) all of our current officers and directors as a group. As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them.

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent of our common stock.

CHANGE OF CONTROL

The transactions discussed herein will not result in a change in control of the Company.

ACTION NO. 1

NAME CHANGE

Our current Articles of Incorporation state that the name of the Company is SHENG YING ENTERTAINMENT CORP. On December 19, 2017, our Board of Directors unanimously approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, an Amendment to our Articles of Incorporation to change our name to VITALIBIS, INC.

Vote Obtained

The Consenting Stockholders listed in the above table have approved the Amendment and Name Change by written consent, dated as of December 29, 2017. Accordingly, your consent is not required and is not being solicited in connection with the Name Change and Amendment.

Effects of the name change

Upon the effectiveness of the corporate actions described in this Information statement, the Company will be known as Vitalibus, Inc. and will apply for a new OTCQB trading symbol and Cusip Number. We will report our new symbol and Cusip Number in a current report on Form 8-K once it is established.

The change of our name to Vitalibis, Inc., is, in the view of the Board, in the best interests of our stockholders and will more accurately reflect the nature of the Company’s anticipated new business operations and other business operations we may subsequently undertake or acquire in the future, if any.

Effective Date of Name Change

Pursuant to Rule 14c-2 under the Exchange Act, the Name Change shall not be filed with the Secretary of State of Nevada until a date at least 20 calendar days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the action contemplated hereby will be effected on or about the close of business on ___________, 2018, or at such later date as may be determined by FINRA and the requisite regulatory authorities to be the Effective Date.

ACTION NO. 2

AUTHORIZATION OF THE INCREASE IN NUMBER OF AUTHORIZED CAPITAL STOCK

On January 2, 2018, our Board of Directors unanimously approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, an Amendment to our Articles of Incorporation to increase the number of shares of capital stock that we have authority to issue from 50,000,000 to 100,000,000.

We are currently authorized to issue 50,000,00 shares of stock, consisting of 45,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. Although the total authorized shares will increase, no changes will be made to the number of authorized shares of our preferred stock. Thus, the Amendment effectively only increases the total number of authorized Common Stock from 45,000,00 to 95,000,000.

The proposal will be effectuated by amending Article 3. “Authorized Stock” in our Articles of Incorporation to read as follows:

The amount of the total authorized capital stock of the corporation shall be One Hundred Thousand Dollars ($100,000), consisting of Ninety-Five Million (95,000,000) shares of Common Stock, par value $0.001 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $0.001 per share. The sale and issuance of, and the consideration for the Common Stock and the Preferred Stock shall be on terms and conditions established by and in the sole discretion of the Board of Directors. The Board of Directors shall have sole and full discretion to set the rights and preferences of the Preferred Stock.

The increase in our authorized capital stock will be effective upon filing the Amendment to our Articles of Incorporation, attached hereto as Exhibit “A,” with the Secretary of State of the State of Nevada, which we anticipate to be on or about _________________, 2018, which is approximately 20 days after this information statement has been distributed to our stockholders.

Vote Obtained

The Consenting Stockholders listed in the above table have approved the Amendment by written consent dated as of January 2, 2018. Accordingly, your consent is not required and is not being solicited in connection with the Increase in Authorized Stock or the Amendment.

Purpose of Increasing the Authorized Shares of Our Stock

Our Board of Directors has determined that it is in our best interest to increase the number of authorized shares of our stock. The Board of Directors believes that the Amendment will provide us with greater flexibility by increasing our authorized capital to allow us to issue additional shares of stock as the Board of Directors deems necessary or advisable. We currently have no outstanding shares of preferred stock, stock options, or warrants, which, in the aggregate, may be convertible into or exercisable for an amount of common stock that may exceed that currently available for issuance. In the event we issue any such securities, we may not have sufficient shares of common stock available for issuance upon exercise or conversion of our preferred stock, stock options, and warrants. Consequently, the Amendment to increase our authorized shares of common stock is necessary in order to ensure we have shares of common stock to issue upon the conversion or exercise of any convertible securities in the future. The Board has no present plans, arrangements or other intent to issue any such convertible securities, or Preferred Stock.

In addition, the Amendment to increase our authorized common stock will provide us with additional authorized but unissued shares for general corporate purposes, including raising additional capital through equity and/or convertible debt financings, issuances pursuant to stock incentive plans for employees, directors and consultants and possible future acquisitions. The Board of Directors believes that an increase in the total number of shares of authorized stock will give us greater flexibility in responding quickly to advantageous financing and business opportunities that involve the direct or indirect issuance of additional shares of stock and attracting and retaining key personnel through the issuance of stock incentive awards.

Effect of the Increase in Our Authorized Common Stock

The Amendment to increase our authorized common stock will not have any immediate effect on the rights of existing stockholders. However, our Board of Directors will have the authority to issue authorized stock or other securities convertible into or exercisable or exchangeable for common stock without requiring future stockholder approval of such issuances, except as may be required by our Articles of Incorporation or applicable law. To the extent that additional authorized shares are issued in the future, they may decrease the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing stockholders.

The increase in the authorized number of shares of common stock and the subsequent issuance of such shares and/or the preferred stock, could have the effect of delaying or preventing a change in control of our company without further action by our stockholders, based on the fact that the Board of Directors has total discretion to set the rights, including voting rights, privileges and other benefits attendant to the issuance of the Preferred Stock. Thus, our Preferred Stock, which is subject to the plenary powers and discretion of the Board of Directors when establishing the rights, privileges and other benefits conferred on the Preferred Stock, is sometimes referred to as “Blank Check Preferred Stock”, and is frequently designated as a “Poison Pill” frustrating take-over attempts. Accordingly, Shares of authorized and unissued common stock and/or preferred stock, could, within the limits imposed by applicable law, be issued in one or more transactions which would make a change in control of our company more difficult, and therefore, less likely. Any such issuance of additional stock could also have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of our company.

The Board of Directors is not currently aware of any attempt to take over or acquire our company. While it may be deemed to have potential anti-takeover effects, the Amendment is not prompted by any specific effort or takeover threat currently perceived by management.

The holders of outstanding shares of our stock are entitled to receive dividends, if any are declared, out of assets legally available at times and in amounts as the Board of Directors may from time to time determine, subordinate to any preferences that may be granted to the holders of preferred stock.

Holders of common stock are entitled to one vote per share on all matters on which the holders of common stock are entitled to vote.

Effective Date of Increase of Authorized Capital Stock

Pursuant to Rule 14c-2 under the Exchange Act, the Increase of Authorized Capital Stock shall not be filed with the Secretary of State of Nevada until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the action contemplated hereby will be effected on or about the close of business on ___________, 2018, or at such later date as may be determined by FINRA and the requisite regulatory authorities to be the Effective Date.

ACTION NO. 3

AUTHORIZATION OF THE FORWARD STOCK SPLIT

General

On December 19, 2017, our Board of Directors unanimously approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, to effect a Forward Split of our issued and outstanding shares of Common Stock on the basis of 2 ½ for 1.

On December 29, 2017, we received written consents approving the Forward Split from the Consenting Stockholders.

Purpose and Background of the Forward Split

The Board of Directors would like to improve the liquidity of the Common Stock.  The primary objective of the Forward Split is to increase the issued and outstanding Common Stock. The Board of Directors believes that the Forward Split would, among other things, improve the liquidity of the Common Stock of the Company and better enable the Company to raise funds.

The Board of Directors believes that improved liquidity may encourage investor interest and improve the marketability of the Common Stock to a broader range of investors, and thus improve liquidity. Once the Company implements the Forward Split, there is no assurance that the marketability of our Common Stock and thus the liquidity of our Common Stock will improve after the Forward Split. There is no guarantee to stockholders that the Common Stock will have any improved liquidity or will reach or sustain any price level in the future, and it is possible the proposed Forward Split will have no lasting impact on the liquidity of our Common Stock or any fund- raising efforts undertaken by the Company.

Material Effects of Forward Split

The Forward Split will affect all stockholders of the Company uniformly and will not affect any stockholder’s percentage ownership interests or proportionate voting power, save for the fact that the Majority Stockholders’ percentage ownership will remain at 83.3% of the Common Stock.

The principal effects of the Forward Split will be that the 10,804,000 shares of Common Stock issued and outstanding shall be Forward Split to 27,010,000 as of the Effective Date, without giving consideration to the round-up of fractional shares to be issued which may increase the number minimally. The Forward Split shall not apply to the authorized, but unissued shares of either Common or Preferred Stock. Accordingly, after the Forward Split, there will be 67, 990,000 shares of authorized, but unissued shares of Common Stock, and 5,000,000 authorized but unissued shares of the Company’s Preferred Stock.

The Forward Split will not affect the par value of the Common Stock. As a result of the Forward Split, on the Effective Date, the stated capital on our balance sheet attributable to the Common Stock will be increased in proportion to the size of the Forward Split, and the additional paid-in capital account shall be credited with the amount by which the stated capital is increased. Our stockholders’ equity, in the aggregate, will remain unchanged. The Forward Split will not change the terms of the Common Stock. After the Forward Split, the shares of Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized. The Common Stock issued pursuant to the Forward Split will remain fully paid and non-assessable. The 5,000,000 authorized but unissued shares of the Company’s Preferred Stock will not be affected in any respect.

Round Up of Fractional Shares; Book Entry of Forward Split Shares

No fractional shares of our Common Stock will be issued in connection with the proposed Forward Split. Holders of Common Stock who would otherwise receive a fractional share of Common Stock pursuant to the Forward Split will receive a share rounded up to the next nearest share.   There will be no Exchange of Stock Certificates required, as it will all be effected by book entry by our transfer agent.

Tax Consequences of The Forward Split

The following discussion is a summary of the U.S. federal income tax consequences to a stockholder who exchanges shares pursuant to the stock split. This discussion is for general information only and is not intended to be a complete description of all potential tax consequences to a particular stockholder. Nor does it describe state, local or foreign tax consequences. Any written tax advice contained herein was not written or intended to be used (and cannot be used) by any taxpayer for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

This discussion is based on current provisions of the Code, Treasury regulations promulgated under the Code, Internal Revenue Service (“IRS”) rulings and pronouncements, and judicial decisions now in effect, all of which are subject to change at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively. We have not sought nor will we seek any rulings from the IRS with respect to the U.S. federal income tax consequences discussed below. The discussion below is not in any way binding on the IRS or the courts or in any way constitutes an assurance that the U.S. federal income tax consequences discussed herein will be accepted by the IRS or the courts.

We will not recognize any gain or loss for tax purposes as a result of the stock split. Furthermore, the stock split will not result in the recognition of gain or loss to our common stockholders. The holding period for the shares of common stock each stockholder receives will include the holding period of the shares exchanged in the stock split. The aggregate adjusted basis of the new shares of common stock will be equal to the aggregate adjusted basis of the old shares exchanged in the stock split.

Shareholders should consult their own tax advisors to know their individual federal, state, local and foreign tax consequences.

Effective Date of the Forward Split

Pursuant to Rule 14c-2 under the Exchange Act, the Forward Split shall not become effective until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the action contemplated hereby will be effected on or about the close of business on ___________, 2018, or at such later date as may be determined by FINRA and the requisite regulatory authorities to be the Effective Date.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company at any time since the beginning of the last fiscal year, nor any individual nominated to be a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon pursuant to the Written Consent (except as disclosed in this Information Statement).

The shareholdings of our directors and officers are listed above in the section entitled " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ". To our knowledge, no director has advised that he intends to oppose the Amendment, as more particularly described herein.