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 Date of Report (Date of earliest event reported): ~~February~~November 269, 2018 Vilacto Bio Inc. (Exact name of registrant as specified in its charter)

Nevada	000-55023	46-3883208
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Fabriksvej 48

4700 Naestved, Denmark

(Address of principal executive offices)

Registrant’s telephone number, including area code: +16468937895

____________________________

(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 (17CFR 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 [X]

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. [ ]

SECTION 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

~~Auctus~~As ~~Fund~~previously disclosed, ~~LLC~~on April 19, 2017, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Pharma GP APS, a Denmark corporation (“Pharma GP”) and its sole shareholder, 9 Heroes APS, a Denmark corporation, pursuant to which we agreed to purchase all of the outstanding shares of Pharma GP for 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.

OnThe ~~February~~closing ~~26,~~of ~~2018,~~the ~~we entered into a Securities~~ Purchase Agreement ~~(the~~ ~~“Auctus~~was ~~SPA”),~~originally ~~under~~scheduled ~~which we agreed~~ to occur ~~sell~~on aMay ~~12% convertible promissory note in an aggregate principal amount of $167~~31,~~750.00~~ ~~(the~~2017; ~~“Auctus Note”) to Auctus Fund~~however, ~~LLC~~we ~~(“Auctus”).~~have ~~The~~been ~~Auctus~~unable ~~Note~~to ~~will~~raise ~~bear~~money ~~interest~~needed ~~at a~~to ~~rate~~pay ~~of 12% per annum and will mature on November 26, 2018. The net proceeds of~~ the ~~sale~~purchase ofprice ~~the~~under ~~Auctus Note, after deducting~~ the ~~expenses~~Purchase ~~payable by us, are expected to be $150,000.~~Agreement;

AtAs ~~any~~a ~~time~~result ~~after~~of the ~~180th~~difficulties ~~calendar~~in ~~day~~raising ~~after~~capital ~~the~~to ~~issue~~finance ~~date of~~ the Purchase ~~Auctus~~Agreement ~~Note~~transaction, ~~Auctus~~the ~~has~~parties ~~the~~have ~~option~~decided to ~~convert~~terminate ~~all or any part of the outstanding~~ and ~~unpaid~~release ~~principal~~each ~~amount~~other and ~~accrued~~otherwise ~~and unpaid~~settle, ~~interest of the Auctus Note into shares of our common stock at the Conversion Price. The “Conversion Price”~~compromise, ~~will~~dispose ~~be the lesser~~ of, ~~(i)~~and ~~the~~release ~~lowest~~with ~~trading~~finality, ~~price~~all ofclaims, ~~our~~demands ~~common stock during the twenty-five-day trading period prior to the issue date of the Auctus Note~~ and ~~(ii)~~causes ~~50%~~ of ~~the~~action, ~~lowest~~arising ~~trading~~out ~~price~~ of ~~our common stock during~~ the ~~twenty-five-day~~Purchase ~~trading~~Agreement ~~period~~dated April ~~prior~~19, ~~to the conversion~~2017. ~~The Conversion Price is subject to further reduction upon certain events specified in the Auctus Note.~~

WeAs ~~have the right to prepay the Auctus Note at any time until the 180th calendar day after the issue date of the Auctus Note~~such, ~~in an amount equal to 150% (or 135% if we prepay the Auctus Note~~ on or ~~before~~November ~~the~~8, ~~date~~2019, ~~that is 90 days after~~ the ~~issue~~parties ~~date~~entered ofinto ~~the~~a ~~Auctus Note) of the outstanding balance of the Auctus Note (including~~Termination ~~principal~~ and ~~accrued~~Release ~~and unpaid interest). We may not prepay~~ Agreement (the ~~Auctus~~“Termination 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(aAgreement”)~~(10)~~ ~~of the Securities Act. In addition, the Auctus Note grants Auctus the right~~ to ~~update~~terminate the ~~terms~~Purchase ofAgreement ~~the Auctus SPA~~ and ~~the~~release ~~Auctus~~each ~~Note~~other tofrom ~~incorporate~~ the ~~terms~~obligations ofunder ~~any future transaction document related to a security issuance by us to a third party that are more favorable to~~ the ~~third~~Purchase ~~party than the terms of the Auctus SPA and the Auctus Note~~Agreement.

~~Any~~The ~~amounts~~foregoing ~~due~~description ~~and~~of ~~payable~~the toTermination ~~Auctus~~Agreement ~~under~~does ~~the~~not purport ~~terms~~to ofbe ~~the~~complete ~~Auctus Note,~~and ~~including~~is ~~any~~qualified ~~payment~~in onits anentirety ~~event~~by ofreference ~~default,~~to ~~default~~the ~~interest,~~complete ortext ~~agreed~~of ~~upon~~the ~~liquidated~~Termination ~~damages may~~Agreement, atwhich is filed with the ~~Auctus's~~Securities ~~option, be~~and ~~converted~~Exchange ~~into~~Commission ~~shares~~as ofExhibit ~~our~~10.1 ~~common~~to ~~stock~~this atCurrent ~~the~~Report ~~Conversion~~on ~~Price~~Form 8-K.

~~Pursuant~~Also toon aNovember ~~Registration~~8, ~~Rights~~2018, we entered into an Asset Purchase Agreement with 9 Heroes APS, wea ~~are~~Denmark ~~required~~corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications ~~register~~and 30intellectual property. We formed a new wholly owned subsidiary,~~000~~ Vilacto BioIP,~~000~~ ~~shares~~LLC, ~~into~~to ~~which~~hold the ~~Auctus~~assets ~~Note~~acquired isin ~~converted.~~the Asset Purchase Agreement.

The ~~foregoing~~patent ~~description~~applications ~~of the Auctus SPA, the Auctus Note, the Registration Rights Agreement~~ and ~~the~~intellectual ~~transactions~~property ~~contemplated~~include ~~thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to,~~ the ~~full text of the SPA, the Note, and the Registration Rights Agreement which are included in this Current Report as Exhibits 10.1, 4.1 and 10.2, respectively, and are incorporated herein by reference.~~following:

~~EMA~~United ~~Financial~~States Patent Application # 8,637,075 ~~LLC~~entitled “Colostrum Composition”;
OnEuropean ~~February~~Patent ~~23,~~Application ~~2018~~# weEP2341916 ~~entered~~entitled ~~into a Securities Purchase Agreement (~~“~~EMA~~Colostrum ~~SPA~~Composition”) with EMA Financial, LLC, a Delaware limited liability company (“EMA”), 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 the Purchaser dated February 23, 2018 (the “Registration Rights Agreement”).;
~~The~~Hong ~~EMA~~Kong ~~Note,~~Patent ~~which~~Application is# ~~due~~HK1159997 ~~February~~entitled ~~23,~~“Colostrum ~~2019,~~Composition”; ~~bears interest at the rate of 10% per annum. All principal~~ and accrued interest on the EMA 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.
Canada Patent Application # 2,773,277 entitled “Colostrum Composition.”

These patent applications are describing the particle, development and use, of a nanoparticle composition comprised of (1) colostrum and (2) at least one agent selected from a group of hydrocolloids, such as hyaluronic acid, which is useable for a wide range of applications. We also secured domains names including Lactoactive and Vilact.

In consideration for the assets, we agreed to pay 9 Heroes APS the purchase price of $3,360,000 USD, payable in an 8% secured promissory note (the “Note”) with a face amount of $2,000,000 and the balance in our common stock, consisting of 8,500,000 shares of our common stock. We closed the transaction on November 8 2018.

The Note matures in five years from execution, is convertible into common shares equal to the average of the closing market prices for our common stock on the OTCQB during five (5) trading days immediately preceding the due date for such payment, and is secured by all assets of our company.

We plan to use the assets acquired to expand the reach of our opportunities in doing business internationally. We currently only have a license from Pharma GP to reach customers in the United States. By acquiring these patent applications we are better presented as a company with international IP solutions, which we believe will make us more attractive as an international biotech/pharma company and developer.

The foregoing description of the Asset Purchase Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement and Note, which are filed with the Securities and Exchange Commission as Exhibit 10.2 and 4.1, respectively, to this Current Report on Form 8-K.

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 EMA 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. Pursuant to the 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.

The foregoing description of the EMA SPA, the EMA Note, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SPA, the Note, and the Registration Rights Agreement which are included in this Current Report as Exhibits 10.3, 4.2 and 10.4, respectively, and are incorporated herein by reference.

If the above notes are 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 notes. There can be no assurance that there will be any funds available to pay of the notes, or if available, on terms that will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the lenders may convert the notes 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.

SECTION 2 - FINANCIAL INFORMATION

Item 2.01 - Completion of Acquisition or Disposition of Assets

The information set forth in Items 1.01 is incorporated into this Item 2.01 by reference.

Item 2.03 – Creation of a Direct Financial Obligation

The information set forth in Items 1.01 is incorporated into this Item 2.03 by reference.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Items 1.01 is incorporated into this Item 3.02 by reference.

We claim an exemption from the registration requirements of the Securities Act, for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, ~~Auctus~~Power ~~and~~Up ~~EMA~~is ~~are~~an accredited ~~investors~~investor, ~~Auctus~~Power ~~and~~Up ~~EMA~~ acquired the securities for investment and not resale, and we took appropriate measures to restrict the ~~transfer~~ transfer of the securities.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
4.1	~~Auctus~~8% Secured Note, dated November 9, 2018
4.2	EMA Note
10.1	Termination Agreement, dated November 8, 2018
10.1	Auctus SPA
10.2	Asset Purchase Agreement, dated November 8, 2018
10.2	Auctus Registration Rights Agreement
10.3	EMA SPA
10.4	EMA Registration Rights Agreement

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.

Vilacto Bio, Inc.

/s/ Gert Andersen

Gert Andersen

Chief Executive Officer

Date: ~~March~~November 1213, 2018

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