Vitalibis, Inc. (OTCMKTS:VCBD) Files An 8-K Entry into a Material Definitive Agreement

Vitalibis, Inc. (OTCMKTS:VCBD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On March 7, 2018, Vitalibis,Inc. (the Registrant), entered into a Consulting Agreement (“Agreement”) with VOTOCAST, INC. dba newkleus, a California corporation formed and owned by Steven Raack, a the President, CEO and a Director of Registrant. to the agreement, the Registrant has engaged newkleus to provide the following:

1. Business Development Services
a. newkleus will provide advice and opinions on product development, business development, strategic relationships, marketing strategies, international expansion, etc.
a. Newkleus will provide advice and opinions on process optimization while scaling products, ingredients and the overall business.
a. newkleus will provide VITALIBIS a license for the newkleus technology which consists of the following:
i. A dedicated VITALIBIS database
ii. A dedicated. web-enabled VITALIBIS administration module to manage campaigns, user contact data, user content, etc.
iii. APIs and SDKs related to the VITALIBIS instance integrated into the VITALIBIS website and/or mobile app
b. newkleus will provide VITALIBIS a license for an exclusive arrangement within the cannabis industry for as long as this Agreement is not terminated by either party.
c. IC and VITALIBIS will execute a formal licensing agreement which covers additional terms of use.
i. Set-up fees are waived
ii. 10,000 — 24,999 video views per month = $1,000
iii. 25,000 — 49,999 video views per month = $1,500
iv. Over 50,000 video views per month = $2,000

As Compensation for these Services,

VITALIBIS will issue to newkleus a total of 200,000 restricted shares of VITALIBIS Common Stock.


On March 16, 2018, VITALIBIS also entered into a second agreement with newkleus to acquire a license for the state-of-the-art newkleus™ technology to (1) facilitate Vitalibis’ micro-influencer sales model, and (2) enhance and compliment Vitalibis’ social media strategy (“Agreement”).

The Agreement grants Vitalibis™ an exclusive license for the newkleus patent-pending, user-generated content (UGC) technology for all applications in the rapidly growing cannabis industry. The integration of the newkleus technology allows Vitalibis to create an interactive digital community, while concurrently acquiring valuable user data and content, all of which Vitalibis anticipates will (1) increase customer acquisition and retention and (2) build direct, meaningful and loyal customer relationships.

As full consideration for the Agreement, Vitalibis issued newkleus 200,000 restricted shares of Vitalibis Common Stock.

Steven Raack abstained from the Board of Directors’ vote to accept the two (2) Agreements described above, and Thomas A. Raack, a Director, CFO, Secretary and Treasurer of Vitalibis, also abstained from the vote

Item 7.01 Regulation FD Disclosure

A copy of the news release announcing two new technology agreements 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:

Vitalibis, Inc. Exhibit
EX-10.1 2 vitalibis_8k-ex1001.htm BUSINESS-TO-BUSINESS AGREEMENT Exhibit 10.1   BUSINESS — TO – BUSINESS AGREEMENT   THIS AGREEMENT is made and entered into this 7th day of March 2018 (the "Effective Date"),…
To view the full exhibit click here

About Vitalibis, Inc. (OTCMKTS:VCBD)

Vitalibis Inc, formerly Sheng Ying Entertainment Corp., seeks to engage in the business of service of sub-junkets for a junket in Cambodia. The Company plans to establish a Website.

Vitalibis, Inc. (OTCMKTS:VCBD) Recent Trading Information

Vitalibis, Inc. (OTCMKTS:VCBD) closed its last trading session down -0.04 at 1.44 with shares trading hands.

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