Attached files
| file | filename |
|---|---|
| EX-99.2 - AGREEMENT AND PLAN OF MERGER - Vitalibis, Inc. | shengying_8k-ex9902.htm |
| EX-99.1 - MINUTES OF THE BOARD OF DIRECTORS - Vitalibis, Inc. | shengying_8k-ex9901.htm |
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): January 18, 2018
| Sheng Ying Entertainment Corp. |
| (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) |
| (310) 982-1331 |
| Registrant’s telephone number, including area code |
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 8.01 Other Events.
On January 18, 2018, our Board of Directors approved the Company’s withdrawal of the Preliminary Form 14C, filed by the Company on January 5, 2018, in its entirety, as soon as possible, and the Board does hereby rescind all resolutions and minutes relating to the actions subject of the Form 14C.
On January 18, 2018, our Board of Directors, pursuant to NRS 92A.180, approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary, Vitalibis, Inc., a Nevada corporation, and our name will change from Sheng Ying Entertainment Corp. to Vitalibis, Inc. Vitalibis, Inc. was formed solely to effect the change of name.
On January 18, 2018, our Board of Directors, pursuant to NRS 78.207, approved a forward stock split of our number of authorized shares of the Common Stock and corresponding increase in the number of issued and outstanding shares of Common Stock held by each stockholder of record at the effective date and time of the forward split. Upon effect of the forward stock split, 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.
These two (2) corporate actions are currently being submitted for review by the Financial Industry Regulatory Authority (“FINRA”). We will announce the completion of FINRA review and the effectiveness of these changes on the market by filing a Current Report on Form 8-K.
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:
| Exhibit No. | Description | |
| 99.1 | Minutes of the Board of Directors | |
| 99.2 | Agreement and Plan of Merger |
| 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: January 19, 2018
SHENG YING ENTERTAINMENT CORP.
By: /s/ Steve Raack
Steve Raack
President and Chief Executive Officer
| 3 |