FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
VILACTO BIO, INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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7372
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46-3883208
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Fabriksvej 48
4700 Naestved, Denmark
+16468937895
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State Agent and Transfer Syndicate, Inc.
112 North Curry St.
Carson City, NV 89703
(775) 882-1013
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(Address, including zip code, and telephone number, including area code, of principal executive offices)
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the
public:
From time to time after this registration
statement becomes effective.
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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. [X]
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) 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(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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☑
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Emerging growth company
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☑
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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 to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share(4)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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30,000,000(2)
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$0.2321
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$6,963,000
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$866.89
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Common Stock, par value $0.001 per share
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30,000,000(3)
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$0.2321
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$6,963,000
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$866.89
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Total
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60,000,000
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$0.2321
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$13,926,000
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$1,733.78
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(1)
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Represents shares of our common stock being registered for resale that have been issued or will be issued to the sole selling stockholder named in this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of our Common Stock as may be issuable with respect to the shares being registered hereunder to prevent dilution by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Represents shares of common stock issuable upon conversion of 10% Convertible Promissory Notes by the selling stockholder named in this registration statement.
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(3)
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Represents shares of common stock issuable upon conversion of 12% Convertible Promissory Notes by the selling stockholder named in this registration statement.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based upon the closing price per share of our Common Stock as reported on the OTCPINK, on March 20, 2018.
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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 THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
With copies to:
Scott Doney, Esq.
The Doney Law Firm
4955 S. Durango Rd. Ste 165
Las Vegas, NV 89113
Telephone: (702) 982-5686
The information in this prospectus
is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and
Exchange Commission. The Selling Shareholders cannot sell these securities under this registration statement until this registration
statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated March
__, 2018
PROSPECTUS
VILACTO BIO, INC.
60,000,000 Shares of Common Stock
This prospectus relates to the registration
and resale of up to 60,000,000 shares of our common stock, par value $0.0001 per share, by the selling stockholders EMA Financial,
LLC and Auctus Fund, LLC (the “Selling Stockholders”). The shares of common stock offered under this prospectus by
the Selling Stockholders are issuable, or may in the future become issuable, in connection with the conversion of convertible promissory
notes sold to the Selling Stockholders pursuant to securities purchase agreements between the Selling Stockholders and us (the
“Note Financings”).
We will pay all expenses of registering
the shares of common stock. We will not receive any proceeds from the sale of the common stock by the Selling Stockholders.
Our common stock is currently listed
on the OTC Markets OTCPINK under the symbol “VIBI.” On March 26, 2018, the last reported sale price of our common stock
as reported on the OTCPINK was $0.2321 per share.
The Selling Stockholders may sell the
shares of common stock described in this prospectus in a number of different ways and at varying prices. We provide more information
about how the Selling Stockholders may sell its respective shares of common stock in the section of this prospectus entitled “Plan
of Distribution.”
The Selling Stockholder is an “underwriter”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale
of the common stock offered pursuant to this prospectus.
This investment involves a high
degree of risk. You should purchase shares of common stock only if you can afford a complete loss. See “Risk Factors”
beginning on page 9 to read about factors you should consider before investing in shares of our common stock.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus March
__, 2018
Table of Contents
Neither we nor the Selling Stockholders
have authorized any person to give you any supplemental information or to make any representations for us. You should not rely
upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become
stale. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any
date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of
any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since those dates.
The Selling Stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales are permitted.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement we filed with the Securities and Exchange Commission, or the SEC. Under this registration process, the Selling Stockholders
may, from time to time, offer and sell up to 60,000,000 shares of our common stock, as described in this prospectus, in one or
more offerings. This prospectus provides you with a general description of the securities the selling shareholders may offer. You
should read this prospectus carefully before making an investment decision.
You may only rely on the information
contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with additional or different
information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than
the shares of our common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any common stock in any circumstances or any jurisdiction in which such offer or solicitation is not permitted.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front
cover of this prospectus regardless of the time of delivery of this prospectus or any sale of our common stock. The rules of the
SEC may require us to update this prospectus in the future.
As used in this prospectus, unless the
context requires otherwise, the terms “we”, “us”, “our”, or “the Company” refer
to Vilacto Bio, Inc. and its subsidiaries on a consolidated basis. References to “Selling Stockholders” refers to EMA
Financial, LLC and Auctus Fund, LLC and their successors, assignees and permitted transferees.
ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus
are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the
factors set forth above under “Risk Factors”. The words “believe,” “expect,” “anticipate,”
“intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place
undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements
or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future
developments.
Our businesses and operations are and
will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially
differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual
results and experience to differ from those projected include, but are not limited to, the risk factors set forth in the section
entitled “Risk Factors” beginning on page 9 of this prospectus.
All written or oral forward-looking
statements attributable to us or any person acting on our behalf made after the date of this prospectus are expressly qualified
in their entirety by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus.
Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
SUMMARY
The following summary highlights
selected information contained elsewhere in this prospectus and in the documents incorporated by reference in this prospectus and
does not contain all the information you will need in making your investment decision. You should read carefully this entire prospectus
and the documents incorporated by reference in this prospectus before making an investment decision, especially the information
presented under the heading “Risk Factors.”
Business Summary
We are a biotech company based in Denmark that
has acquired a license to a patented molecule, known as the Lactoactive molecule, which has in numerous studies demonstrated above
average effect in treating conditions such as inflammatory diseases, diabetics, psoriasis, and skin issues in different levels.
We aim to further develop our Lactoactive molecule for the purpose of increasing the quality of our retail and medical skin cream
products as well as developing products for medical applications.
We are currently marketing a line of our skin
care products on our website at www.vilacto.com. These products include, lotions, skin care creams and gels, lip balms, foot creams
and oils, and similar items. We have entered into an affiliate network program with Rakuten / LinkShare, whereby other websites
in the industry will post links to our website.
We recently signed a license agreement with
have Carmen Electra endorse our skin care products. On August 29, 2017, we signed an agreement with Rakuten Super Logistics (known
as RSL) to handle our inventory, fulfillment and shipment. In June 2017, we upgraded our production facility to included additional
storage containers, improved mixing machines and upscale filtration units. We have also attended skin care products to market our
products to the industry.
On April 4, 2017, we entered into a license
agreement (the “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.
For the license, we agreed to pay to GP a royalty
of eight percent (8%) on the selling price (irrespective of any taxes, custom duties, costs of insurance, transportation costs
or other costs) for all licensed product we sell in the United States (if in excess of the agreed minimum royalty), or pay the
agreed minimum royalty of USD$ 10,000 per month.
Under the License Agreement, we have the ability
to sublicense to third parties under the royalty arrangement described above.
We also entered into a Stock Purchase
Agreement (the “Purchase Agreement”) with Pharma GP ApS and its sole shareholder, 9 Heroes APS, a Denmark
corporation (together, “Seller”). In accordance with the terms of the Purchase Agreement, we agreed to purchase
all of the outstanding shares of Pharma GP ApS for the purchase price (the “Purchase Price”) of $6,000,000,
payable as $3,000,000 in cash and the balance in shares of our common stock. The closing of the above transactions was
expected to occur by May 31, 2017, but will likely not occur until the Company is able to successfully raise capital for the
Purchase Price
Pharma GP ApS is a manufacturer of skincare
products with distribution in several countries. The company’s body and facial creams are designed for moisturizing, skin
regeneration, wound healing and a variety of skin issues, such as dry and cracked skin, among other things.
In addition, Pharma GP
ApS owns patents, trademarks and production facilities for an ingredient designed to be used in pharmaceuticals and medical devices
for treating a wide range of issues. Pharma GP ApS currently has skincare products that are available over the counter, which we
are currently marketing under our website. However, the company intends to develop, market and sell pharmaceutical skincare products
to treat various ailments using its patented technology. Currently, the company has no government approved products, but with the
financing, we intend to purchase Pharma GP ApS and focus on those clinical applications.
Note Financings
EMA Financial, LLC
On February 23, 2018 we entered into
a Securities Purchase Agreement (“EMA SPA”) with EMA Financial, LLC, a Delaware limited liability company, pursuant
to which we issued and sold to EMA a convertible promissory note, dated February 23, 2018 in the principal amount of $125,000 (the
“EMA Note”). In connection with the foregoing, we also entered into a registration rights agreement with EMA dated
February 23, 2018 (the “EMA Registration Rights Agreement”).
The EMA Note, which is due on February
23, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the Note is convertible into shares
of our common stock at the election of EMA at any time at a conversion price equal to the lesser of (i) the trading price for our
common stock on the trading day prior to the closing date of the EMA Note, or (ii) a 50% discount to the lowest trading or lowest
closing bid price for our common stock during the 25 trading day period immediately prior to conversion.
We have the right to prepay the EMA
Note within 90 days of the closing date at a premium of 135% of all amounts owed to EMA and at a premium of 150% if prepaid more
than 90 but less than 180 days following the closing date. We have no right to prepay the Note more than 180 days after the closing
date.
The EMA Note contains customary default
events which, if triggered and not timely cured, will result in default interest and penalties. The EMA Note also contains a right
of first refusal provision with respect to future financings by us. Pursuant to the EMA Registration Rights Agreement, we are required
to register the shares into which the EMA Note is converted. We must file the registration statement within 10 days of the closing
date.
If the EMA Note is converted prior to
us paying off such notes under the prepayment provisions, it would lead to substantial dilution to our shareholders as a result
of the conversion discounted for the EMA Note. There can be no assurance that there will be any funds available to pay of the EMA
Note, or if available, on terms that will be acceptable to us or our shareholders. If we fails to obtain such additional financing
on a timely basis, EMA may convert the EMA Note and sell the underlying shares, which may result in significant dilution to shareholders
due to the conversion discount, as well as a significant decrease in our stock price.
Auctus Fund, LLC
On February 26, 2018, we entered into
a Securities Purchase Agreement (the “Auctus SPA”), under which we agreed to sell a 12% convertible promissory note
in an aggregate principal amount of $167,750.00 (the “Auctus Note”) to Auctus Fund, LLC (“Auctus”). The
Auctus Note will bear interest at a rate of 12% per annum and will mature on November 26, 2018. The net proceeds of the sale of
the Auctus Note, after deducting the expenses payable by us, are expected to be $162,250.
At any time after the 180th calendar
day after the issue date of the Auctus Note, Auctus has the option to convert all or any part of the outstanding and unpaid principal
amount and accrued and unpaid interest of the Auctus Note into shares of our common stock at the Conversion Price. The “Conversion
Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior
to the issue date of the Auctus Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading
period prior to the conversion. The Conversion Price is subject to further reduction upon certain events specified in the Auctus
Note.
We have the right to prepay the Auctus
Note at any time until the 180th calendar day after the issue date of the Auctus Note, in an amount equal to 150% (or 135% if
we prepay the Auctus Note on or before the date that is 90 days after the issue date of the Auctus Note) of the outstanding balance
of the Auctus Note (including principal and accrued and unpaid interest). We may not prepay the Auctus Note after the 180th calendar
day after the issue date of the Auctus Note. We will be subject to a liquidated damages charge of 25% of the outstanding principal
amount of the Auctus Note if we effect certain exchange transactions in accordance with, based upon or related or pursuant to
Section 3(a)(10) of the Securities Act.
The Auctus Note contains customary
default events which, if triggered and not timely cured, will result in default interest and penalties. The Auctus Note also contains
a right of first refusal provision with respect to future financings by us. Pursuant to the Auctus Registration Rights Agreement,
we are required to register the shares into which the Auctus Note is converted. We must file the registration statement within
10 days of the closing date.
If the Auctus Note is converted prior
to us paying off such notes under the prepayment provisions, it would lead to substantial dilution to our shareholders as a result
of the conversion discounted for the Auctus Note. There can be no assurance that there will be any funds available to pay of the
Auctus Note, or if available, on terms that will be acceptable to us or our shareholders. If we fails to obtain such additional
financing on a timely basis, Auctus may convert the Auctus Note and sell the underlying shares, which may result in significant
dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.
The Offering
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Common stock offered by the Selling Shareholders
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Up to 60,000,000 shares of common stock.
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Selling Stockholders
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EMA Financial, LLC and Auctus Fund, LLC See “Selling Stockholders.”
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Common stock outstanding
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90,000,000 common shares as of March 20, 2018.
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Use of proceeds
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We will not receive any proceeds from the sale or other disposition of the shares of common stock covered by this prospectus. See “Use of Proceeds”
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OTCPINK Symbol
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Our Common Stock is quoted on the OTCPINK under the ticker symbol “VIBI”.
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Risk Factors
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You should consider
the matters set forth under “
Risk Factors
” beginning on page 9, as well as other cautionary statements
throughout or incorporated by reference in this prospectus, before deciding to invest in shares of our common stock.
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Summary Financial Information
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Balance Sheet Data
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March 31, 2017
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March 31, 2016
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December 31, 2017
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Cash
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$
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22,020
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$
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482
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$
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7,319
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Total Assets
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$
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22,245
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$
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482
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$
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207,176
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Liabilities
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$
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65,042
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$
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24,986
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$
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483,310
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Total Stockholders’ Deficit
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$
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(42,797
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)
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$
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(24,504
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)
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$
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(276,134)
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Statement of Operations
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Year Ended March 31, 2017
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Year Ended March 31, 2016
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Three Months Ended December 31, 2017
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Nine Months Ended December 31, 2017
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Revenue
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$
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—
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$
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—
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$
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322
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$
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322
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Income (Loss) for the Period
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$
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(21,293
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)
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$
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(15,564
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)
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$
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(101,446
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)
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$
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(233,337)
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RISK FACTORS
Readers and prospective investors
in our common stock should carefully consider the following risk factors as well as the other information contained or incorporated
by reference in this prospectus.
If any of the following risks actually
occurs, our financial condition, results of operations and liquidity could be materially adversely affected. If this were to happen,
the value of our common stock could decline, and if you invest in our common stock, you could lose all or part of your investment.
The discussion below highlights some
important risks we have identified related to our business and operations and an investment in shares of our common stock, but
these should not be assumed to be the only factors that could affect our future performance and condition, financial and otherwise.
We do not have a policy of updating or revising forward-looking statements except as otherwise required by law, and silence by
management over time should not be construed to mean that actual events are occurring as estimated in such forward-looking statements.
Risks Related to Our Financial Condition
and our Business
Our investors may lose their entire investment
because our financial status creates a doubt whether we will continue as a going concern.
Our auditors,
in their opinion dated July 13, 2017
have
stated that
currently we do not have sufficient cash nor do we have a significant source of revenues to cover our operational costs and allow
us to continue as a going concern. We seek to raise operating capital to implement our business plan in an offering
of our common stock. Our company's plan specifies a minimum amount of $50,000 in additional operating capital to operate
for the next twelve months. However, there can be no assurance that such offering will be successful. You may lose your entire
investment
Our
failure to raise additional capital or generate cash flows necessary to expand our operations could reduce our ability to compete
successfully and adversely affect our results of operations.
We need
to raise additional funds to achieve our future strategic objectives, and we may not be able to obtain additional debt or equity
financing on favorable terms, if at all. If we engage in debt financing, we may be required to accept terms that restrict our ability
to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends
or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other
things:
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§
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launch, develop and enhance our existing
products;
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§
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continue to expand our product base, sales
and/or marketing efforts;
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hire, train and retain employees; or
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§
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respond to competitive pressures or unanticipated
working capital requirements.
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Our inability
to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.
If our products are not deemed desirable
and suitable for purchase and we cannot establish a customer base, we may not be able to generate sufficient revenues, which would
result in a failure of the business and a loss of any investment one makes our company.
The acceptance of our products is critically
important to our success. We cannot be certain that the products that we will be offering will be appealing and as a result there
may not be any demand for these products and our sales could be limited and we may never realize any significant revenues. In addition,
there are no assurances that if we alter or change the products we offer in the future that the demand for these new products will
develop and this could adversely affect our business and any possible revenues.
If demand for the products that we plan
to offer slows, then our business would be materially affected.
Demand for products, which we intend to sell,
depends on many factors, including:
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§
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the economy, and in periods of rapidly declining economic conditions,
customers may defer luxury purchases or may choose alternate products;
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§
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the competitive environment in the skin care sector may force us
to reduce prices below our desired pricing level or increase promotional spending;
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§
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our ability to anticipate changes in consumer preferences and to
meet customers’ needs for skin care products in a timely cost-effective manner;
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§
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our ability to maintain efficient, timely and cost-effective production
and delivery of the products and services; and,
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§
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our ability to identify and respond successfully to emerging trends
in the skin care and personal care industries.
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For the long term, demand for the products
we plan to offer may be affected by:
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§
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the ability to establish, maintain and eventually grow market share
in a competitive environment;
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§
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our ability to deliver our products in the markets we intend to service,
changes in government regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may
increase the cost of items we purchase, create communication issues or render product delivery difficult which could have a material
adverse effect on our sales and profitability; and
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§
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restrictions on access to North American markets and supplies.
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All of these factors could result in immediate
and longer term declines in the demand for the products that we plan to offer, which could adversely affect our sales, cash flows
and overall financial condition.
Because we are new in the marketplace,
we may not be able to compete effectively and increase market share.
Our current and potential competitors may have
longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have.
Our competitors may also be able to adopt more aggressive pricing policies and devote greater resources to the development, marketing
and sale of their products and services than we can. To be competitive, we must continue to invest significant resources in sales
and marketing. We may not have sufficient resources to make these investments or to develop the technological advances necessary
to be competitive, which in turn will cause our business to suffer and restrict our profitability potential.
Because we rely on third parties to manufacture
our products, we are subject to factors outside of our control to meet our standards or timelines.
Our products are expected to be manufactured
by third third-party manufacturing companies on a purchase order. We will be dependent on the timeliness and effectiveness of our
third-part manufacturers’ efforts.
Failure or lack of reliability in the manufacture
of our products is likely to result in loss of business. Among other risks:
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§
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Our products may fail to provide the expected results;
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§
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We may experience limited availability of quality ingredients for
manufacturing;
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§
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We may experience poor quality manufacturing;
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§
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Our products may have new competition from other companies attempting
to duplicate our formulas; and
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§
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Our customers could experience results different from our test results.
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Like other retailers, distributors and
manufacturers of skin care and personal care products, we face an inherent risk of exposure to product liability claims in the
event that the use of the products that we sell results in injury.
We may be subjected to various product liability
claims, including claims that the products we sell contain contaminants, are improperly labeled or include inadequate instructions
as to use or inadequate warnings concerning side effects and interactions with other substances. In addition, we may be forced
to defend lawsuits. We cannot predict whether product liability claims will be brought against us in the future or the effect of
any resulting adverse publicity on the business. Moreover, we may not have adequate resources in the event of a successful claim
against us. The successful assertion of product liability claim
against us could result in potentially significant monetary damages. In addition, interactions of the products with other similar
products, prescription medicines and over-the-counter drugs have not been fully explored.
We may also be exposed to claims relating to
product advertising or product quality. People may purchase our products expecting certain physical results, unique to skin care
and personal care products. If they do not perceive expected results to occur, certain individuals or groups of individuals may
seek monetary retribution.
If our products become contaminated,
our business could be seriously harmed.
We have adopted various quality, environmental,
health and safety standards. However, our products may still not meet these standards or could otherwise become contaminated. A
failure to meet these standards or contamination could occur in our operations or those of our bottlers, manufacturers, distributors
or suppliers. Such a failure or contamination could result in expensive production interruptions, recalls and liability claims.
Moreover, negative publicity could be generated even from false, unfounded or nominal liability claims or limited recalls. Any
of these failures or occurrences could negatively affect our business and financial performance.
Our business may be adversely affected
by unfavorable publicity within the skin care markets.
Management believes that the skin care market
and personal care markets are significantly affected by national media attention. As with any retail provider, future scientific
research or publicity may not be favorable to the industry or to any particular product, and may not be consistent with earlier
favorable research or publicity. Because of our dependence on consumers’ perceptions, adverse publicity associated with illness
or other adverse effects resulting from the use of our products or any similar products distributed by other companies and future
reports of research that are perceived as less favorable or that question earlier research, could have a material adverse effect
on our business, financial condition and results of operations. We are highly dependent upon consumers’ perceptions of the
safety and quality of the products as well as similar products distributed by other companies. Thus, the mere publication of reports
asserting that skin care or personal care products may be harmful or questioning their efficacy could have a material adverse effect
on our business, financial condition and results of operations, regardless of whether such reports are scientifically supported
or whether the claimed harmful effects would be present at the dosages recommended for such products.
As we intend to conduct international
business transactions, we will be exposed to local business risks in different countries, which could have a material adverse effect
on our financial condition or results of operations.
We intend to promote and sell our products
internationally. Our international operations will be subject to risks inherent in doing business in foreign countries, including,
but not necessarily limited to:
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new and different legal and regulatory requirements in local jurisdictions;
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potentially adverse tax consequences, including imposition or increase
of taxes on transactions or withholding and other taxes on remittances and other payments by subsidiaries;
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risk of nationalization of private enterprises by foreign governments;
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legal restrictions on doing business in or with certain nations,
certain parties and/or certain products; and
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local economic, political and social conditions, including the possibility
of hyperinflationary conditions and political instability.
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We may not be successful in developing and
implementing policies and strategies to address the foregoing factors in a timely and effective manner in the locations where we
will do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on
our base operations and upon our financial condition and results of operations.
Since our products will be available over the
Internet in foreign countries and we plan to have customers residing in foreign countries, foreign jurisdictions may require us
to qualify to do business in their country. We will be required to comply with certain laws and regulations of each country in
which we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services
available to the residents of each country from online sites located elsewhere.
Because of the nature of our products,
we may be subject to government regulations or laws that increase our costs of operations or decrease our ability to generate income.
Any failure by us, or by any third party that
may manufacture or market our products, to comply with the law, including statutes and regulations administered by the FDA or other
U.S. or foreign regulatory authorities, could result in, among other things, warning letters, fines and other civil penalties,
suspension of regulatory approvals and the resulting requirement that we suspend sales of our products, refusal to approve pending
applications or supplements to approved applications, export or import restrictions, interruption of production, operating restrictions,
closure of the facilities used by us or third parties to manufacture our product candidates, injunctions or criminal prosecution.
Any of the foregoing actions could have a material adverse effect on our business.
Our commercial success depends significantly
on our ability to develop and commercialize our potential products without infringing the intellectual property rights of third
parties.
Our commercial success will depend, in part,
on operating our business without infringing the patents or proprietary rights of third parties. Third parties that believe we
are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing
and distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources,
regardless of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or
to obtain a license to continue to develop or market our products, in which case we may be required to pay substantial royalties.
However, any such license may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing
a product or forced to cease some aspect of our business operations as a result of patent infringement claims, which would harm
our business.
The implementation of our business plan
relies on our ability to manage growth. If we are not able to manage the growth, our business plan may not be successfully implemented.
We expect to expand our operations by increasing
our sales and marketing efforts, research and development activities, and escalating our services. The anticipated growth could
place a significant strain on our management, and operational and financial resources. Effective management of the anticipated
growth shall require expanding our management and financial controls, hiring additional appropriate personnel as required, and
developing additional expertise by existing management personnel. However, there can be no assurances that these or other measures
we may implement shall effectively increase our capabilities to manage such anticipated growth or to do so in a timely and cost-effective
manner. Moreover, management of growth is especially challenging for a company with a short revenue generating history and limited
financial resources, and the failure to effectively manage growth could have a material adverse effect on our operations.
Our success depends on continuing to
hire and retain qualified personnel, including our director and officers and our technical personnel. If we are not successful
in attracting and retaining these personnel, our business will suffer.
Our success depends substantially on the performance
of our management team and key personnel. Currently, we have one employee, our CEO Gert Andersen. Due to the specialized technical
nature of our business, we are particularly dependent on our technical personnel. Our future success will depend on our ability
to attract, integrate, motivate and retain qualified technical, sales, operations, and managerial personnel, as well as our ability
to successfully implement a plan for management succession. Competition for qualified personnel in our business areas is intense,
and we may not be able to continue to attract and retain key personnel. In addition, if we lose the services of any of our management
team or key personnel and are not able to find suitable replacements in a timely manner, our business could be disrupted and we
may incur increased operating expenses.
If
we are unable to attract new
distributors and
customers, or if our existing
distributors and
customers do not purchase additional products, the growth of our
business and cash flows will be adversely affected.
To increase
our revenues and cash flows, we must regularly add
distributors and
customers and
sell additional products to our existing
distributors and
customers. If we are unable
to sell our products to customers that have been referred to us, unable to generate sufficient sales leads through our marketing
programs, or if our existing or new
distributors and
customers
do not perceive our products to be of sufficiently high value and quality, we may not be able to increase sales and our operating
results would be adversely affected. In addition, if we fail to sell new products to existing
distributors and customers
or new
distributors and
customers, our operating
results will suffer, and our revenue growth, cash flows and profitability may be materially and adversely affected.
Key management personnel may leave us,
which could adversely affect our ability to continue operations.
We are entirely dependent on the efforts of
our management because of the time and effort that they devote to us. They are in charge of overseeing all development strategies,
supervising any/all future personnel, and the implementation of our business plan. Their loss, or other key personnel in the future,
could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Securities
If a market for our common stock does
not develop, shareholders may be unable to sell their shares.
Our common stock is quoted under the symbol
“VIBI” on the OTCPINK operated by OTC Markets Group, Inc, an electronic inter-dealer quotation medium for equity securities.
We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop
or, if developed, that it will be sustained.
Our securities are very thinly traded. Accordingly,
it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we are successful
in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the
price of the stock.
Our common stock price may be volatile
and could fluctuate widely in price, which could result in substantial losses for investors.
The market price of our common stock is likely
to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control,
including:
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technological innovations or new products
and services by us or our competitors;
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government regulation of our products
and services;
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the establishment of partnerships with
other technology companies;
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intellectual property disputes;
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additions or departures of key personnel;
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sales of our common stock
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our ability to integrate operations,
technology, products and services;
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our ability to execute our business
plan;
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operating results below expectations;
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loss of any strategic relationship;
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industry developments;
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economic and other external factors;
and
-
periodtoperiod fluctuations in our
financial results.
Because we have nominal revenues to date, you
should consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.
In addition, the securities markets have from
time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
We have not paid cash dividends in the
past and do not expect to pay cash dividends in the future on our common stock. Any return on investment may be limited to the
value of our common stock.
We have never paid cash dividends on our common
stock and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends on our common stock
will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may
consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return on your investment will
only occur if its stock price appreciates.
As a new investor, you will experience
substantial dilution as a result of future equity issuances.
In the event we are required to raise additional
capital it may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existing
shareholders.
Because we are subject to the “Penny
Stock” rules, the level of trading activity in our stock may be reduced.
The Securities and Exchange Commission has
adopted regulations which generally define "penny stock" to be any listed, trading equity security that has a market
price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. 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 that provides information about penny stocks and the risks in the penny stock market. The broker-dealer
must also 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. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty
Purchasers may experience in attempting to liquidate such securities.
Provisions in the Nevada Revised Statutes
and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors or officers for violations
of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in any such actions.
Members of our board of directors and our officers
will have no liability for breaches of their fiduciary duty of care as a director or officer, except in limited circumstances,
pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes. Specifically,
Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the company or
its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or
officer unless it is proven that (1) the director’s or officer’s act or failure to act constituted a breach of his
or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud
or a knowing violation of law. This provision is intended to afford directors and officers protection against and to limit their
potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly,
you may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty
of care. In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and
expenses resulting from their acting in such capacities with us. This means that if you were able to enforce an action against
our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and
any judgment or settlement they otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed
financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely
affect prevailing market prices for our common stock.
Risks Related to the Note Financings
Common Shares that we
issue upon conversion of promissory notes will dilute our existing stockholders and depress the market price of our common stock.
As of the date of this prospectus, we
are obligated to issue approximately 60,000,000 common shares upon conversion of the currently outstanding EMA Note and Auctus
Note. For EMA, the 30,000,000 share total is based on $125,000 of currently outstanding principal and unpaid interest and based
upon a conversion price equal to the lesser of (i) the trading price for our common stock on the trading day prior to the closing
date of the Note, or (ii) a 50% discount to the lowest trading or lowest closing
bid price for our common stock during the 25 trading day period immediately prior to conversion. For Auctus, the 30,000,000 shares
total is based on $167,750 of currently outstanding principal and unpaid interest and based upon a conversion price equal to the
lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of
the Auctus Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to
the conversion.
The total potential issuable shares
increases with the inclusion of additional interest and any decrease in our stock price. As of the date of this prospectus, no
shares have been issued pursuant to conversion of the notes and neither lender has elected to convert any part of the notes to
date.
The issuance of shares upon conversion
of the notes will dilute our existing shareholders. The number of common shares issuable by us upon conversion of the notes is
dependent on the trading price of our common shares during the twenty days prior to conversion. If the price of our stock declines
in value, we will be obligated to issue more shares to the note holders which would have a further dilutive effect on our stock
which could depress the market price of our common stock.
We may be required to issue significant
amount of common shares upon conversion of notes that could result in a change of control.
The conversion price of the notes is
based upon the trading price of our common shares. There is no way to determine with certainty the number of common shares we will
be required to issue should note holders convert their notes into our common shares. As the notes are converted our stock price
will decline requiring us to issue an increased number of common shares. We are currently authorized to issue 250,000,000 common
shares. We presently have 90,000,000 shares outstanding. We could be required to increase our authorized shares to provide sufficient
authorized common stock for conversion of the notes.
The holders of the notes convertible
into our common stock will pay less than the then- prevailing market price for our common stock.
The notes are convertible at 50% of
the lowest traded price in the twenty five days prior to the date of conversion. As such, the note holders have a financial incentive
to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted
price and the market price. If the noteholders sell shares, the price of our common stock will likely decrease. If our stock price
decreases, the noteholders may have a further incentive to sell the shares of our common stock that they hold. These sales may
put further downward pressure on our stock price and reduce the value of your common shares.
If our stock price materially
declines, the convertible note holders will have the right to a large number of shares of common stock upon exchange of amounts
due under the notes, which may result in significant dilution.
The notes have a conversion feature
which is based upon 50% of our lowest trading price over a twenty five trading day. If our common stock price materially declines,
we will be obligated to issue a large number of shares to the holders of these notes upon conversion. This will likely materially
dilute existing shareholders. The potential for such dilutive issuances upon conversion of outstanding notes may depress the price
of common stock regardless of our business performance, and could encourage short selling by market participants, especially if
the trading price of our common stock begins to decrease.
USE OF PROCEEDS
The Selling Stockholders will receive
all of the proceeds from the sale of shares of common stock under this prospectus. We will not receive any proceeds from these
sales.
The Selling Stockholders will pay any
agent’s commissions and expenses it incurs for brokerage, accounting, tax or legal services or any other expenses it incurs
in disposing of the shares of common stock. We will bear all other costs, fees and expenses incurred in effecting the registration
of the shares of common stock covered by this prospectus. These may include, without limitation, all registration and filing fees,
SEC filing fees and expenses of compliance with state securities or “blue sky” laws.
DETERMINATION OF OFFERING PRICE
The Selling Shareholders will determine
at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated
prices.
SELLING STOCKHOLDER
The following table details the name
of the sole Selling Stockholders, EMA Financial, LLC (“EMA”) and Auctus Fund, LLC (“Auctus”), the number
of shares beneficially owned by such Selling Stockholders and the number of shares that may be offered by such Selling Stockholders
for resale under this prospectus.
In accordance with Rule 13d-3 of the
Exchange Act, “beneficial ownership” includes any shares of common stock as to which the Selling Stockholders has sole
or shared voting power or investment power and any shares of common stock the Selling Stockholders have the right to acquire within
sixty (60) days (including shares of common stock issuable pursuant to securities currently convertible or exercisable, or convertible
or exercisable within sixty (60) days).
Each of EMA and Auctus may sell any
number of shares of our common stock which are issuable upon conversion of amounts due under the EMA Note and Auctus Note, respectively.
Because the Selling Stockholders may offer all, some or none of the shares they hold, and because, based upon information provided
to us, there are currently no agreements, arrangements or understandings with respect to the resale of any of the shares, no definitive
estimate as to the number of shares that will be held by the Selling Stockholders after the offering can be provided. Therefore,
the following table has been prepared on the assumption that the entire 60,000,000 common shares being registered under this prospectus
will be sold by the Selling Stockholders to parties unaffiliated with them. Because the conversion price of the notes is variable
based on 50% of the lowest traded price of our common stock in the twenty five trading days prior to the conversion date, the number
of shares of common stock that will actually be issued upon conversion of the notes may be more or less than the number of shares
of common stock being offered by this prospectus.
The following table is based on 90,000,000
shares outstanding as of the date of this registration statement.
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Shares of Common Stock
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Name of Selling Shareholder
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Beneficially
Owned Prior to
the Sale of all
Shares covered by
this Prospectus
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Covered by
this Prospectus
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Beneficially
Owned After
the Sale of all
Shares covered by
this Prospectus(3)
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As a Percent of
Total Outstanding
After the Sale of
Shares covered by
this Prospectus(4)(5)
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EMA Financial, LLC(1)
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30,000,000
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30,000,000
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0
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0
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Auctus Fund, LLC(2)
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30,000,000
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30,000,000
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0
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0
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(1)
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EMA Group, LLC (“EMA Group”) is the investment manager
of EMA Financial, LLC (“EMA”), and Felicia Preston (“Preston”) is the managing member of EMA Group. Therefore
each of EMA Group and Preston may be deemed to have voting and investment power over the securities. Each of EMA Group and Preston
expressly disclaims any equitable or beneficial ownership of such securities.
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(2)
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Alfred Sollami and Louis Posner of Auctus Fund LLC, have voting and
investment power over the shares owned by Auctus Fund LLC.
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(3)
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We have assumed that all shares registered for sale under this prospectus
will be sold, but there is no obligation on the part of the Selling Stockholders to sell all of our shares offered by this prospectus
as detailed below in the section entitled “Plan of Distribution.”
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(4)
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After the offering is complete, assuming all of the notes are converted
into the 60,000,000 shares being registered we would have 150,000,000 common shares outstanding. The 60,000,000 shares being registered
upon issuance will represent approximately 40% of our common shares.
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(5)
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Under the terms of the notes, conversions shall not be permitted
if such conversion will result in either Selling Stockholder owning more than 4.99% of our common shares outstanding after giving
effect to such conversion.
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To our knowledge, neither the Selling
Stockholders nor their beneficial owners:
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has ever been one of
our officers or directors or an officer or director of our predecessors or affiliates; or
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are broker-dealers or
affiliated with broker-dealers.
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PLAN OF DISTRIBUTION
We are registering the shares of Common
Stock to permit the resale of these shares of Common Stock by the Selling Stockholders and any of its transferees, pledgees, assignees,
donees, and successors-in-interest from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the Selling Stockholders of the shares of Common Stock.
The Selling Stockholders and any of
their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby
on the OTCPINK or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.
These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when
selling securities:
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ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers;
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block trades in which
the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal
to facilitate the transaction;
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purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
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an exchange distribution
in accordance with the rules of the applicable exchange;
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privately negotiated
transactions;
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settlement of short sales
entered into after the effective date of the registration statement of which this prospectus is a part;
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in transactions through
broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per
security;
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through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any
such methods of sale; or
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any other method permitted
pursuant to applicable law.
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The Selling Stockholders may also sell
securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather
than under this prospectus.
Broker-dealers engaged by the Selling
Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess
of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities
or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder
may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions
with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. The Selling Stockholders have informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and
markups which, in the aggregate, would exceed eight percent (8%).
The Company is required to pay certain
fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the
Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Because Selling Stockholders may be
deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The
Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the Selling Stockholders.
We agreed to keep this prospectus effective
until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without
regard to any volume or manner-of-sale limitations by reason of Rule 144, or (ii) all of the securities have been sold pursuant
to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold
only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain
states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations
under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities
of the common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling
Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time
of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL PROCEEDINGS
We are not subject to any legal proceedings.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
The following information sets forth the names,
ages, and positions of our current directors and executive officers.
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Name
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Age
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Positions and Offices Held
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Gert Andersen
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48
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Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director
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Pernille Steenfat
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43
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Chief Operating Officer
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Poul Madsen
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55
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Chief Scientific Officer
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Set forth below is a brief description of the
background and business experience of each of our current executive officers and directors.
Gert Andersen
From 2006 to 2017, Mr. Andersen worked for
W4P, Pharma GP as Chief Executive Officer.
Aside from that provided above, Mr. Andersen
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered
pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.
Mr. Andersen is qualified to serve on our Board
of Directors because of his management, marketing and business development experience.
Penille Steenfat
Ms. Steenfat, is a partner at FreeWater ApS
since 2007. She has a Bachelor’s of Arts in Business Administration.
Aside from that provided above, Ms. Steenfat
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered
pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.
Poul Madsen
Mr. Madsen is an R&D Manager at Sepcotech
since 2016. In 2016, he was Senior Scientific Advisor to Nordetect Sensors. From 2011 to 2016, he was a director at Green Center,
Holeby. Madsen has a Ph.D. in developing new biotechnical methods for sugar beet breeding improvement. He has a Master’s
degree in Biology from Aarhus University.
Aside from that provided above, Mr. Madsen
does not hold and has not held over the past five years any other directorships in any company with a class of securities registered
pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.
Term of Office
Our Directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our
bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective
employment agreements.
Significant Employees
We have no significant employees other than
our officers and directors.
Family Relationships
Gert Andersen and Penille Steenfat are married.
There are no other family relationships between or among the directors, executive officers or persons nominated or chosen by us
to become directors or executive officers.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our current
directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f)
of Regulation S-K, including:
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Any petition under the Federal bankruptcy laws or any state insolvency
law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of
such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing,
or any corporation or business association of which he or she was an executive officer at or within two years before the time of
such filing;
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Any conviction in a criminal proceeding or being named a subject
of a pending criminal proceeding (excluding traffic violations and other minor offenses);
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Being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or
otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures
Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer
in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type
of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of Federal or State securities laws or Federal commodities laws;
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Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days
the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment,
insurance or banking activities, or to be associated with persons engaged in any such activity;
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Being found by a court of competent jurisdiction in a civil action
or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission
has not been subsequently reversed, suspended, or vacated;
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Being found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action
or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
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Being subject to, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation
of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or
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Being subject to, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.
78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any
equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
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Audit Committee
We do not have a separately-designated standing
audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the
actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The
board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants
to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit
with the independent accountants, reviews with management and the independent accountants our annual operating results, considers
the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid
to the independent auditor and the performance of the independent auditor.
For the fiscal year ending March 31, 2017,
the board of directors:
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Reviewed and discussed the audited
financial statements with management, and
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Reviewed and discussed the written
disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.
Based upon the board of directors’ review
and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year
ended March 31, 2017 to be included in this Prospectus filed with the Securities and Exchange Commission.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent
of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the
best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have
failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended
December 31, 2015, other than the Form 3 for Mr. Andersen, which was filed late.
Code of Ethics
As of the date of this Prospectus, we had not
adopted a Code of Ethics. We are a small company with few individuals comprising our board and management, which does not warrant
the adoption of a Code of Ethics.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of
March 20, 2018, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more
than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a
group.
Unless otherwise indicated below,
to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock,
except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person
listed below maintains an address of
Fabriksvej 48 4700 Naestved, Denmark.
The number of shares beneficially owned
by each stockholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial
ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity
has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial
ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following
table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial
owner.
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Common Stock
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Name and Address of Beneficial Owner
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Number of Shares
Owned (1)
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Percent of Class (2)
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Gert Andersen
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75,000,000
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83%
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Pernille Steenfat
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0
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0%
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Poul Madsen
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All Directors and Executive Officers as a Group (3 persons)
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75,000,000
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83%
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5% Holders
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NONE
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(1) 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 voting stock listed as owned by that person or entity.
(2) Pursuant
to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared
voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including
upon exercise of common shares purchase options or warrants. The percent of class is based on 90,000,000 voting shares as of March
20, 2018.
DESCRIPTION OF SECURITIES
The following descriptions are summaries
of the material terms that are included in our amended and restated articles of incorporation (as amended) and our bylaws (as amended)
as well as the specific agreements such descriptions relate to. This summary is qualified in its entirety by the specific terms
and provisions contained in our restated articles of incorporation, bylaws and the specific agreements described herein, copies
of which we have filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable
law.
Overview
Our authorized capital stock consists
of 1,125,000,000 shares of common stock, par value $0.001 per share. Our Articles of Incorporation do not authorize us to issue
preferred stock. As of the date of this Prospectus, there were 90,000,000 shares of our common stock issued and outstanding.
Common Stock
The holders of our common stock currently
have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors
of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of
common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription
or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled
to one non-cumulative vote per share on all matters on which stock holders may vote. All shares of common stock now outstanding
are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will
be fully paid for and non-assessable. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s
securities.
Registration Rights
In connection with the Note Financing,
we entered into registration rights agreements with EMA Financing and Auctus Fund. The agreements required us to file a registration
statement with the Securities and Exchange Commission in connection with shares underlying the notes. We are filing this registration
statement to maintain the registered status of those shares underlying the notes.
Dividend Policy
We have never declared or paid any cash
dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Options
We do not have any outstanding options
or warrants to purchase shares of our common stock.
Certain Anti-Takeover Provisions
Nevada Revised Statutes sections 78.378 to
78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles
of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation
and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person
or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition
attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200
or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in
the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not
apply to our company.
Listing of Common Stock
Our common stock is currently traded on the OTCPINK under
the trading symbol “VIBI.”
Transfer Agent and Registrar
The transfer agent and registrar of our common stock is Empire
Stock Transfer, Inc.
INTERESTS OF NAMED EXPERTS
No expert or counsel named in this prospectus
as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant
or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries
as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The Doney Law Firm, our independent legal counsel,
has provided an opinion on the validity of our common stock.
AMC Auditing has audited our financial statements
included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. AMC Auditing
has presented their report with respect to our audited financial statements. The report of AMC Auditing is included in reliance
upon their authority as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the following
provisions, or otherwise, we have been advised 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. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the shares being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
DESCRIPTION OF BUSINESS
Overview
We are a biotech company based in Denmark that
has acquired a license to a patented molecule, known as the Lactoactive molecule, which has in numerous studies demonstrated above
average effect in treating conditions such as inflammatory diseases, diabetics, psoriasis, and skin issues in different levels.
We aim to further develop our Lactoactive molecule for the purpose of increasing the quality of our retail and medical skin cream
products as well as developing products for medical applications.
We are currently marketing a line of our skin
care products on our website at www.vilacto.com. These products include, lotions, skin care creams and gels, lip balms, foot creams
and oils, and similar items. We have entered into an affiliate network program with Rakuten / LinkShare, whereby other websites
in the industry will post links to our website.
We recently signed a license agreement with
have Carmen Electra endorse our skin care products. On August 29, 2017, we signed an agreement with Rakuten Super Logistics (known
as RSL) to handle our inventory, fulfillment and shipment. In June 2017, we upgraded our production facility to included additional
storage containers, improved mixing machines and upscale filtration units. We have also attended skin care products to market our
products to the industry.
On April 4, 2017, we entered into a license
agreement (the “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.
For the license, we agreed to pay to GP a royalty
of eight percent (8%) on the selling price (irrespective of any taxes, custom duties, costs of insurance, transportation costs
or other costs) for all licensed product we sell in the United States (if in excess of the agreed minimum royalty), or pay the
agreed minimum royalty of USD$ 10,000 per month.
Under the License Agreement, we have the ability
to sublicense to third parties under the royalty arrangement described above.
We also entered into a Stock Purchase Agreement
(the “Purchase Agreement”) with Pharma GP ApS and its sole shareholder, 9 Heroes APS, a Denmark corporation (together,
“Seller”). In accordance with the terms of the Purchase Agreement, we agreed to purchase all of the outstanding shares
of Pharma GP ApS for the purchase price (the “Purchase Price”) of $6,000,000, payable as $3,000,000 in cash and the
balance in shares of our common stock.
The closing of the above transactions was expected
to occur by May 31, 2017, but will likely not occur until the Company is able to successfully raise capital for the Purchase Price
Pharma GP ApS is a manufacturer of skincare
products with distribution in several countries. The company’s body and facial creams are designed for moisturizing, skin
regeneration, wound healing and a variety of skin issues, such as dry and cracked skin, among other things.
In addition, Pharma GP ApS owns patents, trademarks
and production facilities for an ingredient designed to be used in pharmaceuticals and medical devices for treating a wide range
of issues. Pharma GP ApS currently has skincare products that are available over the counter, which we are currently marketing
under our website. However, the company intends to develop, market and sell pharmaceutical skincare products to treat various ailments
using its patented technology. Currently, the company has no government approved products, but with the financing, we intend to
purchase Pharma GP ApS and focus on those clinical applications.
Competition
The market for skincare/cosmeceuticals is highly
competitive with many established manufacturers, suppliers and distributors engaged in all phases of the business. Competitive
factors in our market include:
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product efficacy and uniqueness;
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brand awareness and recognition, product quality, reliability of
performance and convenience of use;
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breadth of product offerings;
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sales and marketing capabilities and methods of distribution;
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resources devoted to product education and technical support; and
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speed of introducing new competitive products and existing product
upgrades.
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We face and will continue to face intense competition.
A number of our competitors have far greater research and development and marketing capabilities and far greater financial resources
than we do. These competitors may have developed, or could in the future develop,
new technologies that compete with our products or render our products obsolete. We are also likely to encounter increased competition
as we enter new markets and as we attempt to further penetrate existing markets. Some of our competitors have, in the past, and
may, in the future, compete by lowering prices on their products. We may respond by lowering our prices, exiting the market or
competing by investing in the development of new, improved products.
Approximately 400 companies compete
in the U.S. cosmeceutical industry, divided fairly evenly among chemical and end-use product segments. The seven largest producers
of cosmeceutical products are Johnson & Johnson, Procter & Gamble, L’Oreal, Allergan, Avon, Estee Lauder and Medicis.
These companies control more than 60% of the U.S. cosmeceutical market. Our products also compete with similar products sold in
prestige locations, such as department stores, high-end specialty retailers, door-to-door, by television and infomercials or mail-order
or telemarketing by representatives of direct sales companies.
Government Regulation
Cosmetic and Skin Care Regulation
Depending upon product claims and formulation,
skin care products may be regulated as cosmetics, drugs, devices, or combination cosmetics and drugs. We currently only market
cosmetic skin care products and are evaluating entry into the pharmaceutical market. The FDA has authority to regulate cosmetics
marketed in the United States under the FDCA and the Fair Packaging and Labeling Act (“FPLA”) and implementing regulations.
The Federal Trade Commission (the “FTC”) regulates the advertising of cosmetics under the FTCA.
The FDCA prohibits the marketing of adulterated
and misbranded cosmetics. Cosmetic ingredients must also comply with the FDA’s ingredient, quality, and labeling requirements
and the FTC’s requirements pertaining to truthful and non-misleading advertising. Cosmetic products and ingredients, with
the exception of color additives, are not required to have FDA premarket approval. Manufacturers of cosmetics are also not required
to register their establishments, file data on ingredients, or report cosmetic-related injuries to the FDA.
We will be responsible for substantiating the
safety and product claims of the cosmetic products and ingredients before marketing. The FDA or FTC may disagree with our characterization
of one or more of the skin care products as a cosmetic or the product claims. This could result in a variety of enforcement actions
which could require the reformulation or relabeling of our products, the submission of information in support of the product claims
or the safety and effectiveness of our products, or more punitive action, all of which could have a material adverse effect on
our business. If the FDA determines we have failed to comply with applicable requirements under the FDCA or FPLA, it can impose
a variety of enforcement actions from public warning letters, injunctions, consent decrees, and civil penalties to seizure of our
products, total or partial shutdown of our production, and criminal prosecutions. If any of these events were to occur, it could
materially adversely affect us. If the FTC determines we have failed to substantiate our claims, it can pursue a variety of actions
including disgorgement of profits, injunction from further violative conduct, and consent decrees.
Environmental Laws
We are not subject to any significant or material
environmental regulation in the normal operation of our business.
Employees
We currently have three employees.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended
March 31, 2017 and 2016
Revenues
We have not earned any revenues since our inception.
We can provide no assurance that we will generate revenues from our skin care business to sustain a viable business operation.
Expenses
We incurred operating expenses in the amount
of $20,874 for the year ended March 31, 2017, as compared with $15,564 for the same period ended 2016. Our operating expenses for
the year ended March 31, 2017 mainly consisted of professional fees of $17,126 and general and administrative expenses of $3,748,
as compared with professional fees of $10,289 and general and administrative expenses of $5,275 for the year ended March 31, 2016.
Net Loss
We incurred a net loss in the amount of $21,293
for the year ended March 31, 2017, as compared with a net loss of $15,564 for the same period ended 2016. Our losses for each period
are attributable to operating expenses together with a lack of any revenues.
Results of Operation for Three
and Nine Months Ended December 31, 2017 and 2016
Revenues
We generated limited revenue for the
three and nine months ended December 31, 2017 and no revenue in 2016. We have taken steps to further our business plan, including
signing a licensing deal with Carmen Electra, expanding our operating facility, launching our e-commerce website, signing a distribution
agreement and attending skin care conferences. However, we can provide no assurance that we will generate significant revenues
from our skin care business to sustain a viable business operation.
Operating Expenses
Operating expenses increased to $99,040
for the three months ended December 31, 2017 from $2,767 for the three months ended December 31, 2016. Operating expenses increased
to $228,075 for the nine months ended December 31, 2017 from $10,764 for the nine months ended December 31, 2016.
Our operating expenses for the three
months ended December 31, 2017 consisted of royalty expense of $30,000, professional fees of $22,247 and general and administrative
expenses of $46,784. Our operating expenses for the three months ended December 31, 2016 consisted of general and administrative
expenses of $1,002 and professional fees of $1,765.
Our operating expenses for the nine
months ended December 31, 2017 consisted of royalty expense of $90,000, professional fees of $57,029 and general and administrative
expenses of $81,037. Our operating expenses for the nine months ended December 31, 2016 consisted of general and administrative
expenses of $3,169 and professional fees of $7,595.
We expect that our operating expenses
will likely increase in future quarters as we ramp up our online retail operations and, if we are able to obtain financing, acquire
Pharma GP ApS and commence pharmaceutical applications.
Interest Expenses
We had interest expenses of $2,625 and
$5,481 for the three and nine months ended December 31, 2017, respectively, compared with no interest expenses for the three and
nine months ended December 31, 2016. We expect that interest expenses will increase in future quarters as we take on more debt
to fund out operations.
Net Loss
Net loss for the three months ended
December 31, 2017 was $101,446 compared to net loss of $2,767 for the three months ended December 31, 2016. Net loss for the nine
months ended December 31, 2017 was $233,337 compared to net loss of $10,764 for the nine
months ended December 31, 2016. Our losses for each period are attributable to operating expenses together with a lack of any revenues.
Liquidity and Capital Resources
As of December 31, 2017, we had current
assets of $206,265 consisting of cash, inventory and prepaid expenses. Our total current liabilities as of December 31, 2017 were
$483,310. We therefore had a working capital deficit of $277,045 as of December 31, 2017.
Operating activities used $220,670 in
cash for the nine months ended December 31, 2017, as compared with cash used of $11,070 for the same period ended 2016. Our negative
operating cash flow for the nine month ended December 31, 2017 was mainly the result of our net loss for the period along with
an increase in inventory and prepaid expenses, offset by a decrease in accounts payable.
Investing activities used $920 in cash
for the nine months ended December 31, 2017, as compared with cash used of $0 for the same period ended 2016. The negative investing
cash flow for the nine months ended December 31, 2017 was mainly the result of the purchase of intangible assets.
Financing activities provided $206,889
for the nine months ended December 31, 2017, as compared with cash provided of $11,022 for the same period ended 2016. Our positive
financing cash flow for the nine months ended December 31, 2017 was mainly the result of proceeds from promissory notes and related
party advances.
On October 8, 2017, we borrowed $65,000
under promissory note. The note is due on demand has annual interest at 5%. This money is earmarked for our working capital needs.
Despite the short term loans, we have
insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing.
We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures,
working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on
acceptable terms, or at all.
Off Balance Sheet Arrangements
As of December 31, 2017, there were
no off balance sheet arrangements.
Going Concern
The accompanying financial statements
have been prepared in conformity with generally accepted accounting principle, which contemplate our continuation as a going concern.
However, we have no revenues as of December 31, 2017. We currently have limited working capital, and have not completed our efforts
to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that we will
be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position the company
so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are
no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.
Critical Accounting Policies
In December 2001, the SEC requested
that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC
indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s
financial condition and results, and requires management’s most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our critical accounting policies are
set forth in Note 3 to the financial statements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than described
below or the transactions described under the heading “Executive Compensation” (or with respect to which such information
is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction or series
of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser
of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years, and in which
any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family
of any of the foregoing persons had or will have a direct or indirect material interest.
On April 4, 2017, we
entered into a license agreement (the “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. Our officer and director, Gert Andersen is in control of Pharma GP ApS.
For the license, we
agreed to pay to GP a royalty of eight percent (8%) on the selling price (irrespective of any taxes, custom duties, costs of insurance,
transportation costs or other costs) for all licensed product we sell in the United States (if in excess of the agreed minimum
royalty), or pay the agreed minimum royalty of USD 10 per month.
Under the License Agreement,
we have the ability to sublicense to third parties under the royalty arrangement described above.
We also entered into
a Stock Purchase Agreement (the “Purchase Agreement”) with Pharma GP ApS and its sole shareholder, 9 Heroes APS, a
Denmark corporation (together, “Seller”). In accordance with the terms of the Purchase Agreement, we agreed to purchase
all of the outstanding shares of Pharma GP ApS for the purchase price (the “Purchase Price”) of $6,000,000.00, payable
as $3,000,000.00 in cash and the balance in shares of our common stock.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our common stock is quoted under the symbol
“VIBI” on the OTCPINK operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There
is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder
may be unable to resell his securities in our company.
The following tables set forth the range of
high and low bid prices for our common stock for the each of the periods indicated as reported by the OTCPINK. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
|
Fiscal Year Ending March 31, 2016
|
|
Quarter Ended
|
|
High $
|
|
Low $
|
|
|
March 31, 2016
|
|
|
|
0.11
|
|
|
|
0.11
|
|
|
|
December 31, 2015
|
|
|
|
0.11
|
|
|
|
0.11
|
|
|
|
September 30, 2015
|
|
|
|
0.11
|
|
|
|
0.11
|
|
|
|
June 30, 2015
|
|
|
|
0.11
|
|
|
|
0.11
|
|
|
Fiscal
Year Ending March 31, 2017
|
|
Quarter
Ended
|
|
High
$
|
|
Low
$
|
|
|
March
31, 2017
|
|
|
|
5000.125
|
|
|
|
5000.125
|
|
|
|
December
31, 2016
|
|
|
|
5000.125
|
|
|
|
5000.125
|
|
|
|
September
30, 2016
|
|
|
|
5000.125
|
|
|
|
0.0465
|
|
|
|
June
30, 2016
|
|
|
|
10000
|
|
|
|
0.11
|
|
On March 26, 2018, the last reported
sale price of our common stock as reported on the OTCPINK was $0.2321 per share.
Penny Stock
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market 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 such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure
document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities
laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and
the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains
such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation
of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement
showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and
dated copy of a written suitability statement.
These disclosure requirements may have the
effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of the date of this Prospectus, we had 90,000,000
shares of our common stock issued and outstanding, held by two (2) shareholders of record, with others holding shares in street
name.
Dividends
There are no restrictions in our articles of
incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring
dividends where after giving effect to the distribution of the dividend:
1.
we would not be able to pay our debts as they become due in the usual course of business, or;
2.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights
of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do
not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under
Equity Compensation Plans
We do not have any equity compensation plans.
EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by,
or paid to our former or current executive officers for the fiscal years ended March 31, 2018 and 2017.
|
SUMMARY COMPENSATION TABLE
|
|
Name and principal position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Dana Galloviciva
Former Chief Executive Officer, Chief Financial Officer and
Director
|
2017
2016
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
Gert Andersen
Chief Executive Officer, Chief Financial Officer and Director
|
2017
2016
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
Narrative Disclosure to the Summary
Compensation Table
We have not entered into any employment agreement or consulting
agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits
for executive officers.
Our decision to compensate officers depends on the availability
of our cash resources with respect to the need for cash to further our business purposes.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
OPTION AWARDS
|
STOCK AWARDS
|
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Dana Galloviciva
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Gert Andersen
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Director Compensation
We do not pay any compensation to our directors at this time.
However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
FINANCIAL STATEMENTS
Index to Financial Statements Required by Article
8 of Regulation S-X:
|
Unaudited Financial Statements:
|
|
F-1
|
Balance Sheets as of December 31, 2017 and March 31, 2017;
|
|
F-2
|
Statements of Operations for three and nine months ended December 31, 2017;
|
|
F-3
|
Statements of Cash Flows for nine months ended December 31, 2017 and 2016; and
|
|
F-5
|
Notes to Financial Statements.
|
|
Audited Financial Statements:
|
|
F-11
|
Report of Independent Registered Public Accounting Firm;
|
|
F-13
|
Balance Sheets as of March 31, 2017 and 2016;
|
|
F-14
|
Statements of Operations for the years ended March 31, 2017 and 2016;
|
|
F-15
|
Statement of Stockholders’ Equity as of March 31, 2017 and 2016;
|
|
F-16
|
Statements of Cash Flows for the years ended March 31, 2017 and 2016; and
|
|
F-17
|
Notes to Financial Statements.
|
VILACTO BIO INC.
BALANCE SHEETS
(UNAUDITED)
|
|
|
December 31, 2017
|
|
March 31, 2017
|
|
ASSETS
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
7,319
|
|
$
|
22,020
|
|
Accounts receivable
|
|
|
70
|
|
|
—
|
|
Inventory
|
|
|
133,876
|
|
|
—
|
|
Prepaid expenses
|
|
|
65,000
|
|
|
225
|
|
Total current assets
|
|
|
206,265
|
|
|
22,245
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
911
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
207,176
|
|
|
22,245
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
24,453
|
|
$
|
9,223
|
|
Due to related parties
|
|
|
252,249
|
|
|
711
|
|
Loans
|
|
|
174,000
|
|
|
22,500
|
|
Loans from related parties
|
|
|
32,608
|
|
|
32,608
|
|
Total current liabilities
|
|
|
483,310
|
|
|
65,042
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
483,310
|
|
|
65,042
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit)
|
|
|
|
|
|
|
|
Common stock; $0.001 par value; 1,125,000,000 shares authorized; 90,000,000 and 90,000,000
shares issued and outstanding as of December 31, 2017 and March 31, 2017, respectively
|
|
|
90,000
|
|
|
90,000
|
|
Additional paid-in capital
|
|
|
(22,000)
|
|
|
(22,000)
|
|
Accumulated earnings (deficit)
|
|
|
(344,134)
|
|
|
(110,797)
|
|
Total stockholders' equity (deficit)
|
|
|
(276,134)
|
|
|
(42,797)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity (deficit)
|
|
$
|
207,176
|
|
$
|
22,245
|
The accompanying notes are an integral part of these financial statements.
VILACTO BIO INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
322
|
|
|
$
|
—
|
|
|
$
|
322
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
103
|
|
|
|
—
|
|
|
|
103
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
219
|
|
|
|
—
|
|
|
|
219
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty expense
|
|
|
30,000
|
|
|
|
—
|
|
|
|
90,000
|
|
|
|
—
|
|
Professional fees
|
|
|
22,247
|
|
|
|
1,765
|
|
|
|
57,029
|
|
|
|
7,595
|
|
General and administrative expenses
|
|
|
46,784
|
|
|
|
1,002
|
|
|
|
81,037
|
|
|
|
3,169
|
|
Depreciation expense
|
|
|
9
|
|
|
|
—
|
|
|
|
9
|
|
|
|
—
|
|
Total operating expenses
|
|
|
99,040
|
|
|
|
2,767
|
|
|
|
228,075
|
|
|
|
10,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(98,821
|
)
|
|
|
(2,767
|
)
|
|
|
(227,856
|
)
|
|
|
(10,764)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(2,625
|
)
|
|
|
—
|
|
|
|
(5,481
|
)
|
|
|
—
|
|
Total other income (expense)
|
|
|
(2,625
|
)
|
|
|
—
|
|
|
|
(5,481
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(101,446
|
)
|
|
$
|
(2,767
|
)
|
|
$
|
(233,337
|
)
|
|
$
|
(10,764)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
|
|
90,000,000
|
|
|
|
90,000,000
|
The accompanying
notes are an integral part of these financial statements.
VILACTO BIO INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
|
|
For the Nine Months Ended
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(233,337)
|
|
$
|
(10,764)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
Contributed capital
|
|
|
—
|
|
|
—
|
|
Depreciation and amortization
|
|
|
9
|
|
|
—
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
Increase (decrease) in accounts receivable
|
|
|
(70)
|
|
|
|
|
(Increase) decrease in prepaid expense
|
|
|
(64,775)
|
|
|
(106)
|
|
(Increase) decrease in inventory
|
|
|
(133,876)
|
|
|
—
|
|
Increase (decrease) in accounts payable
|
|
|
211,379
|
|
|
(200)
|
|
Net cash from operating activities
|
|
|
(220,670)
|
|
|
(11,070)
|
|
|
|
|
|
|
|
|
|
Cash Flows from investing
|
|
|
|
|
|
|
|
Purchase of intangible assets
|
|
|
(920)
|
|
|
—
|
|
Net cash used in investing activities
|
|
|
(920)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
Proceeds from promissory notes
|
|
|
151,500
|
|
|
—
|
|
Advance from related parties
|
|
|
55,389
|
|
|
11,022
|
|
Net cash from financing activities
|
|
|
206,889
|
|
|
11,022
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in Cash
|
|
|
(14,701)
|
|
|
(48)
|
|
|
|
|
|
|
|
|
|
Beginning cash balance
|
|
|
22,020
|
|
|
482
|
|
|
|
|
|
|
|
|
|
Ending cash balance
|
|
$
|
7,319
|
|
$
|
434
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
$
|
—
|
|
Cash paid for tax
|
|
$
|
—
|
|
$
|
—
|
The accompanying
notes are an integral part of these financial statements.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
1. ORGANIZATION AND LINE BUSINESS
The Company was originally incorporated under
the laws of the state of Nevada on February 25, 2013. The Company is devoting substantially all of its present efforts to establish
a new business, and has had no revenues from operations to date.
On April 4, 2017, the Company entered into
a license agreement (the “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.
As a result of the License Agreement, the Company
is currently marketing a line of skin care products on its website at www.vilacto.com. These products include, lotions, skin care
creams and gels, lip balms, foot creams and oils, and similar items.
The Company also entered into a Stock Purchase
Agreement (the “Purchase Agreement”) with Pharma GP and its sole shareholder, 9 Heroes APS, a Denmark corporation (together,
“Seller”). In accordance with the terms of the Purchase Agreement, the Company agreed to purchase all of the outstanding
shares of Pharma GP for the purchase price (the “Purchase Price”) of $6,000,000, payable as $3,000,000 in cash and
the balance in shares of our common stock.
The closing of the above transactions was expected
to occur by May 31, 2017, but will likely not occur until the Company is able to successfully raise capital for the Purchase Price.
2. BASIS OF PRESENTATION AND GOING CONCERN
The accompanying unaudited interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements
and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In
the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim period presented have been reflected herein. The results of operations for
the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period,
as reported in the Form 10-K, have been omitted.
Going concern
– The accompanying
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred cumulative net losses of $344,134 since its inception
and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise
additional capital through future issuances of common stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable
operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial
doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include
any adjustments that may result from the outcome of these aforementioned uncertainties.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT POLICIES
This summary of significant accounting policies
of Vilacto Bio Inc. is presented to assist in understanding the Company’s financial statements. The financial statements
and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently
applied in the preparation of the financial statements.
Use of estimates
–
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that 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 reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review
the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion
type contracts, allowances for uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable
in the circumstances, the results of which form the basis for 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.
Revenue Recognition
– The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin
No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. In all cases,
revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is
performed and collectability is reasonably assured. For the years ended March 31, 2017 and 2016 the Company reported revenues of
$0 and $0, respectively. For the nine months ended December 31, 2017 and 2016 the Company reported revenues of $322 and $0, respectively.
Accounts Receivable
– Accounts
receivable is comprised of uncollateralized customer obligations due under normal trade terms. The Company performs ongoing credit
evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk
of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically
for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate
of the amounts that will not be collected is recorded. Accounts receivable are presented net of an allowance for doubtful accounts
of $0 and $0 at December 31, 2017, and March 31, 2017, respectively.
Cash and cash equivalents
– For
purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original
maturities of three months or less to be cash equivalents. There was $7,319 and $22,020 in cash and cash equivalents as of December
31, 2017 and March 31, 2017, respectively.
Concentration Risk
At times throughout
the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2017, the
cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risk in these accounts.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
Fair Value of Financial Instruments
– The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective
fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.
As required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2)
inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable
inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy
are described below:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market
activity).
Stock-based compensation
– The
Company follows the guidelines in FASB Codification Topic ASC 718-10 “
Compensation-Stock Compensation,
” which
provides investors and other users of financial statements with more complete and neutral financial information, by requiring that
the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be
measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation
arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee
share purchase plans. As of December 31, 2017, the Company has not implemented an employee stock based compensation plan.
Non-Employee Stock Based Compensation
– The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10,
at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily
determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company may issue compensatory shares for services
including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative
consulting services.
Earnings (loss) per share
– The
Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) 260-10 “
Earnings Per Share,
” which provides for calculation
of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed
by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period.
Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation
of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their
effect is anti-dilutive.
Long-lived Assets
– In accordance
with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property,
Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for
the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected
undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess
of the carrying amount of the asset over its estimated fair value.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
Indefinite Lived Intangibles and Goodwill
Assets
The Company accounts
for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,”
where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based
on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted,
up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities
assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible
assets acquired less liabilities assumed is recognized as goodwill.
The Company tests
for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances
indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies,
the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2017, and determined
there was no impairment of indefinite lived intangibles and goodwill.
Business Combinations
The Company allocates
the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based
on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable
assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions,
especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited
to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective,
useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable,
but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement
period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities
assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are
recorded to earnings.
Inventory
–
Substantially all inventory consists of finished goods and are valued based upon first-in first-out ("FIFO") cost, not
in excess of market. The determination of whether the carrying amount of inventory requires a write-down is based on an evaluation
of inventory.
Income taxes
–
The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “
Income Taxes
”,
which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.
Segment Reporting
–
Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated
regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess
performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company's
core business.
Recently Issued Accounting Pronouncements
–The
Company has evaluated the all recent accounting pronouncements through ASU 2018-01, and believes that none of them will have a
material effect on the Company's financial position, results of operations or cash flows.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
4. INVENTORY
Inventory consist of the following as of December
31, 2017 and March 31, 2017:
|
|
|
December 31, 2017
|
|
March 31, 2017
|
|
Raw materials
|
|
$
|
—
|
|
$
|
—
|
|
Finished Goods
|
|
|
133,876
|
|
|
—
|
|
Total
|
|
$
|
133,876
|
|
$
|
—
|
5. LOANS PAYABLE
On March 5, 2017, the Company executed a $22,500
promissory note with an investor which bears interest at a rate of 5% per annum and is due within two business days of demand notice.
During the nine months ending December 31, 2017 the Company recorded interest of $848.
On May 17, 2017, the Company executed a $22,500
promissory note with an investor which bears interest at a rate of 5% per annum and is due within two business days of demand notice.
During the nine months ending December 31, 2017 the Company recorded interest of $703.
On July 5, 2017, the Company executed a $20,000
promissory note with an investor which bears interest at a rate of 5% per annum and is due within two business days of demand notice.
During the nine months ending December 31, 2017 the Company recorded interest of $490.
On October 4, 2017, the Company executed a
$65,000 promissory note with an investor which bears interest at a rate of 5% per annum and is due within two business days of
demand notice. During the nine months ending December 31, 2017 the Company recorded interest of $784.
On November 28, 2017, the Company executed
a $44,000 promissory note with an investor which bears interest at a rate of 5% per annum and is due within two business days
of demand notice. During the nine months ending December 31, 2017 the Company recorded interest of $199.
6. STOCKHOLDERS’ EQUITY
On March 6, 2017, our board of directors resolved
to increase the number of authorized shares of our common stock, par value $0.001, from 75,000,000 shares to 1,125,000,000 shares.
Correspondingly, our board of directors affirmed a forward split of 15 for 1 in which each shareholder will be issued 15 common
shares in exchange for 1 common share of their currently issued common stock. In accordance with ASC 505-20 all stock-related information
presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the number of shares
resulting from this action.
Prior to approval of the forward split, we
had a total of 6,000,000 issued and outstanding common shares, par value $0.001. On the effective date of the forward split, we
had a total of 90,000,000 issued and outstanding common shares, par value $0.001.
Overview
The Company is authorized to issue 1,125,000,000
shares of $0.001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote
per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose
to do so, elect all of the directors of the Company.
As of December 31, 2017, there were 90,000,000
shares of common stock issued and outstanding.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
Stock purchase agreement
On April 19, 2017, we entered into a Stock
Purchase Agreement (the “Agreement”) with Pharma GP APS, a Denmark corporation (“Pharma GP”) and its sole
shareholder, 9 Heroes APS, a Denmark corporation. In accordance with the terms of the Agreement, we agreed to purchase all of the
outstanding shares of Pharma GP for the purchase price (the “Purchase Price”) of $6,000,000.00, payable as $3,000,000.00
in cash and the balance in shares of our common stock.
The closing of the above transactions is expected
to occur when the company has sufficient funds to do so. The Agreement is conditioned on our paying the Purchase Price, obtaining
financing in the amount of $4,000,000.00 for operational expenses, and receiving audited financial statements from Pharma GP, among
other conditions as contained in the Agreement.
We currently do not have the money on hand
to pay the Purchase Price, and we must obtain additional financing to meet the conditions to close the transaction.
The Agreement includes customary representations,
warranties and covenants among the parties to each other as of specific dates.
The foregoing description of the Agreement
is qualified in its entirety by reference to the full text of the Agreement, which is included as an exhibit our Current Report
on Form 8-K filed on April 20, 2017 and is incorporated by reference herein.
Pharma GP is a manufacturer of skincare products
with distribution in several countries. The company’s body and facial creams are designed for moisturizing, skin regeneration,
wound healing and a variety of skin issues, such as dry and cracked skin, among other things.
In addition, Pharma GP owns patents, trademarks
and production facilities for an ingredient designed to be used in pharmaceuticals and medical devices for treating a wide range
of issues. Pharma GP currently has skincare products that are available over the counter. However, the company intends to develop,
market and sell pharmaceutical skincare products to treat various ailments using its patented technology. Currently, the company
has no government approved products, but with the financing, we intend to purchase Pharma GP and focus on those clinical applications.
We expect to have more information on the status of the Closing of the Agreement and our new business direction in future filings.
7. RELATED PARY TRANSACTIONS
On February 21, 2017, Dana Gallovicova, our
former CEO agreed to transfer her 75,000,000 shares of common stock in the Company to Gert Andersen pursuant to a Stock Purchase
Agreement. Ms. Gallovicova received proceeds of $100,000. The source of the consideration paid to Ms. Gallovicova was the existing
funds of the purchaser.
Ms. Gallovicova also assigned all of the outstanding
debt owed to her by the Company to Mr. Andersen for $32,608. In connection with the debt assignment, Ms. Gallovicova agreed to
release the Company from any and all claims. In connection with the assumption of the aforementioned debt the Company executed
a promissory note with Mr. Anderson which bears interest at a rate of 10% per annum. During the nine months ending December 31,
2017 the Company recorded interest of $2,457.
In connection with the sale of her controlling
interest in the company, on February 24, 2017, Ms. Gallovicova appointed Mr. Andersen as our new Director, President, CEO, Secretary
and Treasurer and then resigned from all officer and director positions. There were no other arrangements or understandings between
Ms. Gallovicova and Mr. Andersen with respect to election of directors or other matters.
During the nine months ended December 31, 2017,
Gert Anderson, the President and CEO of the Company advanced $55,389 to the Company to pay expenses on behalf of the Company. The
advances bear no interest, are unsecured, and due on demand.
During the nine months ended December 31, 2017,
the Company purchased $134,064 in inventory from Pharma GP APS, a Company controlled by our CEO, which it sells via its online
stores.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2017
(UNAUDITED)
8. ROYALTY AGREEMENT
License agreement
On April 4, 2017, we entered into a license
agreement (the “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.
For the license, we agreed to pay to GP a royalty
of eight percent (8%) on the selling price (irrespective of any taxes, custom duties, costs of insurance, transportation costs
or other costs) for all licensed product we sell in the United States (if in excess of the agreed minimum royalty), or pay the
agreed minimum royalty of $10,000 per month. During the nine months ended December 31, 2017, the Company recorded royalty expense
of $90,000 related to this agreement.
Under the License Agreement, we have the ability
to sublicense to third parties under the royalty arrangement described above.
9. SUBSEQUENT EVENT
The Company has evaluated events subsequent
to the balance sheet through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined
that there are no such events that would require adjustment to, or disclosure in, the financial statements.
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board
of Directors and Stockholders of
Vilacto Bio
Inc.
We have audited
the accompanying balance sheet of Vilacto Bio Inc. as of March 31, 2017 and the related statements of operations, stockholders’
equity (deficit), and cash flows for the year ended March 31, 2017. Vilacto Bio Inc.’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted
our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, 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. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all material respects, the financial position of Vilacto Bio Inc.
as of March 31, 2017, and the results of its operations and its cash flows for the year ended March 31, 2017 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has no revenues, has incurred recurring losses and recurring negative cash flow from operating
activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ AMC Auditing
AMC Auditing
Las Vegas, Nevada
July 13, 2017
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
and
Stockholders of Zlato, Inc.
We
have audited the accompanying balance sheet of Zlato, Inc. (the "Company") as of March 31, 2016, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended. The Company's management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all material respects, the financial position of Zlato, Inc. as
of March 31, 2016, and the results of its operations and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
The financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's losses from operations raise
substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/
PLS CPA
PLS
CPA, A Professional Corp.
July
7, 2016
San
Diego, CA. 92111
VILACTO
BIO INC.
BALANCE
SHEETS
(AUDITED)
|
|
March
31, 2017
|
|
March
31, 2016
|
|
ASSETS
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash
|
$ 22,020
|
|
$ 482
|
|
|
Prepaid expenses
|
225
|
|
-
|
|
|
|
Total current assets
|
22,245
|
|
482
|
|
|
|
|
|
|
|
|
Total assets
|
22,245
|
|
482
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
$ 9,223
|
|
$ 3,400
|
|
|
Due to related parties
|
711
|
|
21,586
|
|
|
Loans
|
22,500
|
|
-
|
|
|
Loans from related parties
|
32,608
|
|
-
|
|
|
|
Total current liabilities
|
65,042
|
|
24,986
|
|
|
|
|
|
|
|
|
Total liabilities
|
65,042
|
|
24,986
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit)
|
|
|
|
|
|
Common stock; $0.001 par value;
1,125,000,000 shares authorized; 90,000,000 and 90,000,000 shares issued and outstanding as of March 31, 2017 and March
31, 2016, respectively
|
90,000
|
|
90,000
|
|
|
Additional paid-in capital
|
(22,000)
|
|
(25,000)
|
|
|
Accumulated earnings (deficit)
|
(110,797)
|
|
(89,504)
|
|
|
|
Total stockholders' equity (deficit)
|
(42,797)
|
|
(24,504)
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders'
equity (deficit)
|
$ 22,245
|
|
$ 482
|
The
accompanying notes are an integral part of these financial statements.
VILACTO
BIO INC.
STATEMENT
OF OPERATIONS
(AUDITED)
|
|
|
For the Years Ended
|
|
|
|
March 31, 2017
|
|
March 31, 2016
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
17,126
|
|
|
|
10,289
|
|
General and administrative expenses
|
|
|
3,748
|
|
|
|
5,275
|
|
Total operating expenses
|
|
|
20,874
|
|
|
|
15,564
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(20,874
|
)
|
|
|
(15,564)
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(419
|
)
|
|
|
—
|
|
Total other income (expense)
|
|
|
(419
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(21,293
|
)
|
|
$
|
(15,564)
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
90,000,000
|
|
|
|
90,000,000
|
The accompanying
notes are an integral part of these financial statements.
VILACTO BIO INC.
STATEMENT OF STOCKHOLDERS
DEFICIT
(AUDITED)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Deficit
|
|
Balance, March 31, 2015
|
90,000,000
|
|
90,000
|
|
(25,000.00)
|
|
(73,940)
|
|
(8,940)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
(15,564)
|
|
(15,564)
|
|
Balance, March 31, 2016
|
90,000,000
|
|
90,000
|
|
(25,000.00)
|
|
(89,504)
|
|
(24,504)
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributed by officer
|
|
|
|
|
3,000
|
|
|
|
3,000
|
|
Net loss
|
|
|
|
|
|
|
(21,293)
|
|
(21,293)
|
|
Balance, March 31, 2017
|
90,000,000
|
|
90,000
|
|
(22,000)
|
|
(110,797)
|
|
(42,797)
|
The accompanying notes are an integral part of these financial
statements.
VILACTO BIO INC.
STATEMENT OF CASH FLOWS
(AUDITED)
|
|
|
For the Years Ended
|
|
|
|
March 31, 2017
|
|
March 31, 2016
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(21,293
|
)
|
|
$
|
(15,564
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
Contributed capital
|
|
|
3,000
|
|
|
|
—
|
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in prepaid expense
|
|
|
(225
|
)
|
|
|
—
|
|
|
Increase (decrease) in accounts payable
|
|
|
5,823
|
|
|
|
220
|
|
|
Net cash from operating activities
|
|
|
(12,695
|
)
|
|
|
(15,344
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from investing
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
—
|
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from promissary notes
|
|
|
22,500
|
|
|
|
—
|
|
|
Advance from related parties
|
|
|
11,733
|
|
|
|
15,826
|
|
|
Net cash from financing activities
|
|
|
34,233
|
|
|
|
15,826
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in Cash
|
|
|
21,538
|
|
|
|
482
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning cash balance
|
|
|
482
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending cash balance
|
|
$
|
22,020
|
|
|
$
|
482
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash paid for tax
|
|
$
|
—
|
|
|
$
|
—
|
|
The accompanying
notes are an integral part of these financial statements.
VILACTO
BIO INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2017
(AUDITED)
1.
ORGANIZATION AND LINE BUSINESS
The
Company was originally incorporated under the laws of the state of Nevada on February 25, 2013. The Company is devoting substantially
all of its present efforts to establish a new business, and has had no revenues from operations to date.
Initial
operations have included organization and capital formation. Management is also pursuing an acquisition of pharmaceutical patents
and licenses, and is planning to market Them commercially when they can successfully raise the financing to do so.
2.
BASIS OF PRESENTATION AND GOING CONCERN
The
accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations
for the period presented have been reflected herein.
Going
concern
– The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative
net losses of $110,797 since its inception and requires capital for its contemplated operational and marketing activities to take
place. The Company’s ability to raise additional capital through future issuances of common stock is unknown. The obtainment
of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully
resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated
financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
3.
SUMMARY OF SIGNIFICANT POLICIES
This
summary of significant accounting policies of Vilacto Bio Inc. is presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of the Company’s management, who are responsible for
their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
of America, and have been consistently applied in the preparation of the consolidated financial statements.
Use
of estimates
–
The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments
and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible
accounts, inventory valuation, and the valuations of non-cash capital stock issuances. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of
which form the basis for 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.
Revenue
Recognition
– The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”.
In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists,
the service is performed and collectability is reasonably assured. For the years ended March 31, 2017 and 2016 the Company reported
revenues of $0 and $0, respectively.
VILACTO
BIO INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2017
(AUDITED)
Accounts
Receivable
– Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms.
The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based
on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of
accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance
that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable are
presented net of an allowance for doubtful accounts of $0 and $0 at March 31, 2017, and March 31, 2016, respectively.
Cash
and cash equivalents
– For purposes of the statement of cash flows, the Company considers all highly liquid investments
and short-term debt instruments with original maturities of three months or less to be cash equivalents. There was $22,020 and
$482 in cash and cash equivalents as of March 31, 2017 and March 31, 2016, respectively.
Concentration
Risk
At
times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of March
31, 2017, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk in these accounts.
Fair
Value of Financial Instruments
– The carrying amounts reflected in the balance sheets for cash, accounts payable and
accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold
any investments that are available-for-sale.
As
required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair
value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted
prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly
or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity
to develop its own assumptions.
The
three levels of the fair value hierarchy are described below:
Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
liabilities;
Level
2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially
the full term of the asset or liability;
Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable
(supported by little or no market activity).
Stock-based
compensation
– The Company follows the guidelines in FASB Codification Topic ASC 718-10 “
Compensation-Stock
Compensation,
” which provides investors and other users of financial statements with more complete and neutral financial
information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the financial
statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers
a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards,
share appreciation rights and employee share purchase plans. As of March 31, 2017, the Company has not implemented an employee
stock based compensation plan.
VILACTO
BIO INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2017
(AUDITED)
Non-Employee
Stock Based Compensation
– The Company accounts for stock based compensation awards issued to non-employees for services,
as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such
services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. The Company
may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate
communication, financial and administrative consulting services.
Earnings
(loss) per share
– The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) 260-10 “
Earnings Per Share,
” which
provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes
no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings
of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive.
Long-lived
Assets
– In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification
(ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets
is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes
impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment
losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
Indefinite
Lived Intangibles and Goodwill Assets
The
Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business
Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and
liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available,
and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset
valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the
tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.
The
Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events
or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance
with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at March 31, 2017,
and determined there was no impairment of indefinite lived intangibles and goodwill.
Business
Combinations
The
Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible
assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values
of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates
and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include,
but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market
participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from
estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the
assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period,
any subsequent adjustments are recorded to earnings.
VILACTO
BIO INC.
NOTES
TO THE FINANCIAL STATEMENTS
MARCH
31, 2017
(AUDITED)
Income
taxes
– The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “
Income
Taxes
”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Segment
Reporting
– Operating segments are defined as components of an enterprise for which separate financial information
is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to
allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes,
which represents the Company's core business.
Recently
Issued Accounting Pronouncements
–The Company has evaluated the all recent accounting pronouncements through ASU
2017-08, and believes that none of them will have a material effect on the Company's financial position, results of operations
or cash flows.
4.
LOANS PAYABLE
On
March 5, 2017, the Company executed a $22,500 promissory note with an investor which bears interest at a rate of 5% per annum
and is due within two business days of demand notice. During the year ending March 31, 2017 the Company recorded interest of $80.
5.
STOCKHOLDERS’ EQUITY
On March 6, 2017, our board of directors
resolved to increase the number of authorized shares of our common stock, par value $0.001, from 75,000,000 shares to 1,125,000,000
shares. Correspondingly, our board of directors affirmed a forward split of 15 for 1 in which each shareholder will be issued 15
common shares in exchange for 1 common share of their currently issued common stock.
In accordance with ASC 505-20 all stock-related information presented in these financial
statements and accompanying footnotes has been retroactively adjusted to reflect the number of shares resulting from this action.
Prior
to approval of the forward split, we had a total of 6,000,000 issued and outstanding common shares, par value $0.001. On the effective
date of the forward split, we will have a total of 90,000,000 issued and outstanding common shares, par value $0.001.
Overview
The
Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. All common stock shares have equal voting rights,
are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50%
of the common stock could, if they choose to do so, elect all of the directors of the Company.
As
of March 31, 2017, there were 90,000,000 shares of common stock issued and outstanding.
6.
RELATED PARY TRANSACTIONS
On
February 21, 2017, Dana Gallovicova, our former CEO agreed to transfer her 75,000,000 shares of common stock in the Company to
Gert Andersen pursuant to a Stock Purchase Agreement. Ms. Gallovicova received proceeds of $100,000. The source of the consideration
paid to Ms. Gallovicova was the existing funds of the purchaser.
Ms.
Gallovicova also assigned all of the outstanding debt owed to her by the Company to Mr. Andersen for $32,608. In connection with
the debt assignment, Ms. Gallovicova agreed to release the Company from any and all claims. In connection with the assumption
of the aforementioned debt the Company executed a promissory note with Mr. Anderson which bears interest at a rate of 10% per
annum. During the year ending March 31, 2017 the Company recorded interest of $339.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2017
(AUDITED)
In
connection with the sale of her controlling interest in the company, on February 24, 2017, Ms. Gallovicova appointed Mr. Andersen
as our new Director, President, CEO, Secretary and Treasurer and then resigned from all officer and director positions. There
were no other arrangements or understandings between Ms. Gallovicova and Mr. Andersen with respect to election of directors or
other matters.
During
the year ended March 31, 2017, Gert Anderson, the President and CEO of the Company advanced $711 to the Company to pay expenses
on behalf of the Company. The advances bear no interest, are unsecured, and due on demand.
7.
INCOME TAXES
Net
deferred tax assets are $0. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period
that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement
of required future taxable income is uncertain, the Company recorded a 100% valuation allowance. Management believes it is likely
that any deferred tax assets will not be realized.
|
|
|
March 31, 2017
|
|
March 31, 2016
|
|
Net loss before taxes
|
|
$
|
21,293
|
|
$
|
15,564
|
|
Statutory rate
|
|
|
35%
|
|
|
35%
|
|
|
|
|
|
|
|
|
|
Computed expected tax recovery
|
|
|
7,453
|
|
|
5,447
|
|
Change in valuation allowance
|
|
|
(7,453)
|
|
|
(5,447)
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
|
—
|
|
|
—
|
The
accumulated net losses to March 31, 2017 before taxes are $110,797, resulting in an aggregate deferred tax asset/recovery of $38,779.
The Company has recorded a 100% valuation allowance due to the uncertainty of realization.
The
Company’s aggregate net operating losses of $110,797 expire as follows:
|
March 31, 2033
|
|
|
$
|
555
|
|
March 31, 2034
|
|
|
|
50,947
|
|
March 31, 2035
|
|
|
|
22,438
|
|
March 31, 2036
|
|
|
|
15,564
|
|
March 31, 2037
|
|
|
|
21,293
|
|
|
|
|
$
|
110,797
|
8.
SUBSEQUENT EVENTS
License
agreement
On
April 4, 2017, we entered into a license agreement (the “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.
For
the license, we agreed to pay to GP a royalty of eight percent (8%) on the selling price (irrespective of any taxes, custom duties,
costs of insurance, transportation costs or other costs) for all licensed product we sell in the United States (if in excess of
the agreed minimum royalty), or pay the agreed minimum royalty of USD 10,000 per month.
Under
the License Agreement, we have the ability to sublicense to third parties under the royalty arrangement described above.
VILACTO BIO INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2017
(AUDITED)
Stock
purchase agreement
On
April 19, 2017, we entered into a Stock Purchase Agreement (the “Agreement”) with Pharma GP APS, a Denmark corporation
(“Pharma GP”) and its sole shareholder, 9 Heroes APS, a Denmark corporation. In accordance with the terms of the Agreement,
we will purchase all of the outstanding shares of Pharma GP for the purchase price (the “Purchase Price”) of $6,000,000.00,
payable as $3,000,000.00 in cash and the balance in shares of our common stock.
The
closing of the above transactions is expected to occur on July 31, 2017 (the “Closing Date”). The Agreement is conditioned
on our paying the Purchase Price, obtaining financing in the amount of $4,000,000.00 for operational expenses, and receiving audited
financial statements from Pharma GP, among other conditions as contained in the Agreement.
We
currently do not have the money on hand to pay the Purchase Price, and we must obtain additional financing to meet the conditions
to close the transaction.
The
Agreement includes customary representations, warranties and covenants among the parties to each other as of specific dates.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is included
as an exhibit our Current Report on Form 8-K filed on April 20, 2017 and is incorporated by reference herein.
Pharma
GP is a manufacturer of skincare products with distribution in several countries. The company’s body and facial creams are
designed for moisturizing, skin regeneration, wound healing and a variety of skin issues, such as dry and cracked skin, among
other things.
In
addition, Pharma GP owns patents, trademarks and production facilities for an ingredient designed to be used in pharmaceuticals
and medical devices for treating a wide range of issues. Pharma GP currently has skincare products that are available over the
counter. However, the company intends to develop, market and sell pharmaceutical skincare products to treat various ailments using
its patented technology. Currently, the company has no government approved products, but with the financing, we intend to purchase
Pharma GP and focus on those clinical applications. We expect to have more information on the status of the Closing of the Agreement
and our new business direction in future filings.
Promissory
note
On
May 17, 2017, the Company executed a $22,500 promissory note with an investor which bears interest at a rate of 5% per annum and
is due within two business days of demand notice.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
On June
8, 2017, we dismissed PLS CPAs (the “Former Accountant”) as our independent registered public accounting firm and we
engaged AMC Auditing, LLC (the “New Accountant”) as our independent registered public accounting firm. The engagement
of the New Accountant was approved by our Board of Directors. For more information on the change in accountants, please see our
Form 8-K filed with the Securities and Exchange Commission on June 13, 2017.
AVAILABLE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other documents with the SEC. These filings contain important information which does not appear in
this prospectus. You may read and copy, at prescribed rates, any documents we have filed with the SEC at its Public Reference Room
located at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. We also file these documents with the SEC electronically. You can access the electronic versions
of these filings on the SEC’s website found at http://www.sec.gov.
We have filed with the Securities and
Exchange Commission (“SEC”) a registration statement for the securities on Form S-1 under the Securities Act. This
prospectus, which forms part of the registration statement, does not contain all the information contained in the registration
statement. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be
complete and, for a copy of the contract or document, you should refer to the exhibits that are part of the registration statement.
You may inspect and copy the registration
statement at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 upon payment of
certain prescribed fees. You may obtain information on the operation of the SEC’s public reference facilities by calling
the SEC at 1-800-SEC-0330. You may also access the registration statement electronically through the SEC’s Electronic Data
Gathering, Analysis and Retrieval, or EDGAR, system at the SEC’s website located at http://www.sec.gov.
Until _______________, all dealers
that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 13.
|
Other Expenses of Issuance and Distribution
|
|
SEC Registration Fees
|
$
|
1,733.78
|
|
Accounting Fees and Expenses
*
|
|
5,000
|
|
Legal Fees and Expenses
*
|
|
5,000
|
|
Miscellaneous
*
|
|
5,000
|
|
|
|
|
|
Total
|
$
|
16,733.78
|
* Estimates
We will bear our fees and expenses incurred
in connection with the registration of shares of common stock in connection with this offering. The Selling Shareholders will bear
all selling and other expenses that they incur in connection with their sale of shares of common stock pursuant to the prospectus
which is part of this registration statement.
|
Item 14.
|
Indemnification of Directors and Officers.
|
Our officers and directors
are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the governing Nevada
statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless
it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting
language regarding director immunity from liability. Excepted from this immunity are:
|
|
1.
|
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
|
|
|
2.
|
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
|
|
|
3.
|
a transaction from which the director derived an improper personal profit; and
|
Our bylaws provide that we
will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify
the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall
not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person
unless:
|
|
1.
|
such indemnification is expressly required to be made by law;
|
|
|
2.
|
the proceeding was authorized by our Board of Directors;
|
|
|
3.
|
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;
|
|
|
4.
|
such indemnification is required to be made pursuant to the bylaws.
|
Our bylaws provide that
we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director
or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition
of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such
proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately
that such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no
advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of
the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
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Item 15.
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Recent Sales of Unregistered Securities.
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None.
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Exhibit Number
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Description
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3.1
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Articles of Incorporation(1)
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3.2
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Bylaws(1)
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3.3
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Certificate of Merger(2)
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4.1
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12% Convertible Promissory Note(5)
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4.2
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10% Convertible Promissory Note(5)
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5.1
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Opinion of the Doney Law Firm, with consent to use
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10.1
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Stock Purchase Agreement(3)
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10.2
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Patent License Agreement(4)
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10.4
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Securities Purchase Agreement(5)
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10.5
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Securities Purchase Agreement(5)
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10.6
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Registration Rights Agreement(5)
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10.7
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Registration Rights Agreement(5)
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23.1
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Auditor consent
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**provided herewith
(1) Incorporated
by reference to the Registration Statement on Form S-1 filed on May 15, 2013
(2) Incorporated
by reference to the Form 8-K filed on April 5, 2017
(3) Incorporated
by reference to the Form 8-K filed on April 20, 2017
(4) Incorporated
by reference to the Form 10-K filed on July 14, 2017
(5) Incorporated
by reference to the Form 8-K filed on March 12, 2018
The registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) to
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(b) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(d) That,
for the purpose of determining liability under the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
(e) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit of proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Naestved, Denmark on March 30, 2018.
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Vilacto Bio, Inc.
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By:
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/s/ Gert Andersen
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Gert Andersen
Chief Executive Officer, Principal Executive Officer, Chief
Financial Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director
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POWER OF ATTORNEY
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
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By:
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/s/ Gert Andersen
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Gert Andersen
Chief Executive Officer, Principal Executive Officer, Chief
Financial Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director
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March 30, 2018
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