Exhibit 5.03(a)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 333-202970
Date of Report (Date of earliest event reported): February 8, 2018
| Vitalibis, Inc. |
| (Exact name of Registrant as specified in its charter) |
| Nevada | 30-0828224 | |
| (State of incorporation) | (IRS Employer ID Number) |
| 5348 Vegas Drive, Las Vegas, NV 89108 |
| Address of Principal Executive Office |
| (Previous Address of principal executive offices) |
| 702-944-9620 |
| Registrant’s telephone number, including area code |
Sheng Ying Entertainment Corp.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Vitalibis confirms that, pursuant to an Amendment to the Articles of Incorporation, effected through a plan of merger with its wholly-owned subsidiary under NRS 92A.180, the Company’s name has been changed from Sheng Ying Entertainment Corp. to Vitalibis, Inc., and the Company’s shares of Common Stock are now eligible to trade on the OTC Pink Sheets under the symbol “SALLD”, effective at the opening of trading on February 8, 2018, the “Effective Date” of the name change, as set by the Financial Industry Regulatory Authority (“FINRA”). Twenty (20) business days after the Effective Date, the Company’s shares of Common Stock will start trading under the new symbol “VCBD”.
Vitalibis confirms that, pursuant to NRS 78.207 and .209, the Company effected a 2.5 for 1 forward stock split of our number of authorized shares of the Common Stock and a corresponding increase in the number of issued and outstanding shares of Common Stock held by each stockholder of record as of February 8, 2018, the “Effective Date” of the forward split, as set by the Financial Industry Regulatory Authority (“FINRA”).
On the Effective Date, our total authorized shares of Common Stock will be increased from 45,000,000 to 112,500,000 shares, and our total issued and outstanding shares of Common Stock will be increased from 10,804,000 to 27,010,000 shares; the par value of $0.001 will remain the same. Any fractional shares resulting from the split will be rounded up to the next whole number. The total authorized shares of our Preferred Shares will not be affected and will remain at 5,000,000.
The current CUSIP Number 823203104 will be changed to 92849U105, effective on February 8, 2018. Shareholders are required to surrender their current respective shares to V Stock Transfer, the Company’s transfer agent, and new shares will be issued, and shares held electronically in a direct registration system will be booked automatically.
The Company filed a notice of corporate action with FINRA for the name change and forward stock split, with accompanying new CUSIP number. FINRA accepted the notice and set the Effective Date for the name change, forward stock split and new CUSIP number for February 8, 2018.
Item 7.01 Regulation FD Disclosure
A copy of the news release announcing the name change, stock split and change in CUSIP Number is filed as exhibit 99.1 to this current report and is hereby incorporated by reference.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:
| 3.03(a) | Articles of Merger(Name Change) |
| 3.03(b) | Certificate of Change (Stock Split) |
| 99.1 | Press Release dated February 14, 2018 |
| 2 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 14, 2018
VITALIBIS, Inc.
By: /s/ Steve Raack
Steve Raack
President and Chief Executive Officer
| 3 |
Exhibit 5.03(a)
Exhibit 3.03(b)
Exhibit 99.1
Vitalibis, Inc. Announces Name Change, Symbol Change and Forward Stock Split
LAS VEGAS, NV -- (WIRE – February 14, 2018) - Vitalibis Inc. (OTC: SALLD) (the "Company"), a technology-based seller of premium, full spectrum CBD oil, along with personal care and nutritional products formulated with premium hemp extracts, today announced that, effective February 8, 2018, the Company changed its name from Sheng Ying Entertainment Corp. to Vitalibis, Inc., accurately reflecting the Company's primary line of business within the full spectrum CBD oil, personal care and nutritional products markets. In addition to the name change, the Financial Industry Regulatory Authority (FINRA) has approved ”VCBD” as the Company's new ticker symbol. For a period of twenty business days, the Company will trade under the symbol 'SALLD,' after which, the Company will trade under the symbol 'VCBD.'
The name and symbol change follows Vitalibis, Inc, entering into a Plan of Merger with Sheng Ying Entertainment Corp., which became effective on February 8, 2018. In conjunction with the merge, Vitalibis, Inc., has also completed a 2.5 for 1 forward stock split of its common stock. The record date of the stock split was February 8, 2018. Shareholders of record as of such date have received 2.5 shares of the Company's common stock for each one share that they owned as of the market close on the record date. The distribution of the new shares was effected on February 8, 2018. The Company's transfer agent records have been updated to reflect the stock split and distribution of the new shares. As a result of the stock split, the issued and outstanding shares of the Company's common stock have increased from 10,804,000 shares to 27,010,000 shares. The Company’s authorized shares of common stock have increased from 45,000,000 shares to 112,500,000 shares.
About Vitalibis, Inc.
Vitalibis endeavours to be an iconic lifestyle brand, which promotes health and wellness within the rapidly growing cannabis industry. Vitalibis seeks to utilize a robust technology platform and innovative micro-influencer sales model to market and sell premium, full spectrum CBD oil, along with personal care and nutritional products formulated with premium hemp extracts. In addition to leveraging technology and selling high-quality products, Vitalibis will focus on supporting non-profits with environmental and neuro-emotional missions.
For additional information, www.vitalibis.com
Contact:
Vitalibis Inc.
702-944-9620
Info@vitalibis.com
Forward-Looking Statements
This press release contains forward-looking statements, including statements words "believe," "may," "estimate,"
"continue," "anticipate," "intend," "should," "plan," "could," "target,"
"potential," "is likely," "will," "expect" and similar expressions, as they relate to us,
are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our financial condition, results of operations,
business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking
statements include the future condition of the capital markets in general and the market for microcap securities. Any forward-looking
statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results
to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be
required by law.