UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2018
	For the quarterly period ended December 31, 2018
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to__________
Commission File Number: 000-55023

Vilacto Bio, Inc.

(Exact name of registrant as specified in its charter)


Nevada	46-3883208
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Fabriksvej 48 4700 Naestved, Denmark
(Address of principal executive offices)

+1 (646) 893-7895
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company
[X] 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 98165,~~500~~337,~~000~~ 316 common shares as of ~~November~~February 1913, ~~2018~~2019

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosures	8
Item 5:	Other Information	8
Item 6:	Exhibits	89

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of ~~September~~December 3031, 2018 (unaudited) and March 31, 2018;
F-2	Statements of Operations for the three and ~~six~~nine months ended ~~September~~December 3031, 2018 and 2017 (unaudited);
F-3	~~Statements~~Statement of ~~Cash~~Stockholders’ ~~Flows~~Deficit ~~for~~as ~~the~~of ~~six~~December ~~months ended September 30~~31, 2018 ~~and 2017 (unaudited)~~; ~~and~~
F-4	~~Notes~~Statements toof ~~Financial~~Cash ~~Statements.~~Flows for the nine months ended December 31, 2018 and 2017 (unaudited); and
F-5	Notes to Financial Statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~September~~December 3031, 2018 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

VILACTO BIO INC.

BALANCE SHEETS

(UNAUDITED)

	September 30, 2018			March 31, 2018
	December 31, 2018			March 31, 2018
Assets
ASSETS
Current assets
Cash	$	~~143~~127,~~180~~890		$	148,767
Accounts receivable		~~143~~43			36
Inventory		99121,~~727~~544			100,413
Prepaid expenses		2710,~~068~~684			59,658
Total current assets		~~270~~260,~~118~~161			308,874
Fixed assets, net		811,~~038~~902			—
Intangible assets, net		5139,~~368~~532			896
Total assets		~~283~~411,~~524~~595			309,770
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	53168,~~501~~184		$	35,780
Due to related parties		~~169~~68,~~094~~106			240,952
Convertible loans		~~302~~535,~~201~~662			32,607
Derivative liabilities		21,~~760~~635,~~202~~995			729,737
Loans		174,000			174,000
Loans from related parties		322,032,608			32,608
Total current liabilities		34,~~491~~614,~~606~~555			1,245,684
Total liabilities		34,~~491~~614,~~606~~555			1,245,684
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 September 30, 2018 and March 31, 2018, respectively		90,000			90,000
Common stock; $0.001 par value; 1,125,000,000 shares authorized; 110,440,000 and 90,000,000 shares issued and outstanding as of December 31, 2018 and March 31, 2018, respectively		110,440			90,000
Additional paid-in capital		~~(22~~2,~~000~~034,619	)		(22,000)
Accumulated earnings (deficit)		(36,~~276~~348,~~082~~019	)		(1,003,914)
Total stockholders' equity (deficit)		(34,~~208~~202,~~082~~960	)		(935,914)
Total liabilities and stockholders' equity (deficit)	$	~~283~~411,~~524~~595		$	309,770

The ~~accompanying~~ accompanying notes are an integral part of these financial statements.

F-1

Table of Contents

VILACTO BIO INC.

STATEMENT OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2018
Revenues	$	~~950~~1,260		$	—322		$	12,~~380~~640		$	—
Cost of revenues		~~655~~659			—103			~~885~~1,544			—
Gross profit		~~295~~601			—219			~~495~~1,096			—
Operating expenses
Royalty expense		3010,000			30,000			6070,000			6090,000
Professional fees		30356,~~244~~337			1122,~~997~~247			51407,~~139~~476			3457,~~782~~029
General and administrative expenses		5099,~~587~~684			1546,~~238~~784			~~117~~216,~~173~~857			3481,~~253~~037
Depreciation and amortization expense		~~475~~3,392			—9			~~674~~4,066			—9
Total operating expenses		~~111~~469,~~306~~413			5799,~~235~~040			~~228~~698,~~986~~399			~~129~~228,~~035~~075
Loss from operations		(~~111~~468,~~011~~812	)		(5798,~~235~~821	)		(~~228~~697,~~491~~303	)		(~~129~~228,~~035~~075)
Other income (expense)
Gain (loss) on derivative liabilities		(1,~~912~~010,~~729~~257	)		—			(1633,~~643,915~~658	)		—
Loss on debt modification		(37,500	)		—			(37,500	)		—
Loss on disposal of assets		(6,118	)		—			(6,118	)		—
Interest expense		(263,441	)		(1,626	)		(362,262	)		(2,856)
Loss on aquistion of related party assets		(3,242,070	)		—			(3,242,070	)		—
Total other income (expense)		(2,213,670	)		(1,626	)		(2,043,677	)		(2,856)
Loss on debt modification		—			—			(37,500	)		—
Net income (loss)	$	(2,324,681	)	$	(58,861	)	$	(2,272,168	)	$	(131,891)
Interest expense		(365,194	)		(2,625	)		(727,456	)		(5,481)
Basic income (loss) per common share	$	(0.03	)	$	(0.00	)	$	(0.03	)	$	(0.00)
Total other income (expense)		(2,603,125	)		(2,625	)		(4,646,802	)		(5,481)
Basic weighted average common hares outstanding		90,000,000			90,000,000			90,000,000			90,000,000
Net income (loss)	$	(3,071,937	)	$	(101,446	)	$	(5,344,105	)	$	(233,556)
Basic income (loss) per common share	$	(0.03	)	$	(0.00	)	$	(0.06	)	$	(0.00)
Basic weighted average common shares outstanding		97,770,330			90,000,000			92,571,273			90,000,000

The ~~accompanying~~ accompanying notes are an integral part of these financial statements.

F-2

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VILACTO BIO INC.

STATEMENT OF ~~CASH~~ ~~FLOWS~~STOCKHOLDERS DEFICIT

(UNAUDITED)

	For the Six Months Ended
	Common Stock
	September 30, 2018			September 30, 2017
		Shares			Amount	Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficit
Cash Flows from Operating Activities
Balance, March 31, 2017		90,000,000			90,000	(22,000.00	)	(110,797	)	(42,797)
Net income (loss)	$	(2,272,168	)	$	(131,891)
Net loss		0			0	0		(893,117	)	(893,117)
Adjustments to reconcile net loss to net cash provided by operating activities:
Balance, March 31, 2018		90,000,000			90,000	(22,000	)	(1,003,914	)	(935,914)
Depreciation and amortization		674			—
Shares issued to related party to acquire intangible assets		8,500,000			8,500	1,368,500		—		1,377,000
Loss on derivative liability		1,643,915			—
Shares issued upon conversion of debts		4,440,000			4,440	367,386		—		371,826
Loss on debt modifcation		37,500			—
Shares issued for services		7,500,000			7,500	320,733		—		328,233
Amortization of debt discount		279,064			—
Net loss		0			0	0		(5,344,105	)	(5,344,105)
Amortization of original issue discount		20,661			—
Balance, December 31, 2018		110,440,000			110,440	2,034,619		(6,348,019	)	(4,202,960)
Amortization of debt issuance costs		29,869			—
Changes in assets and liabilities
(Increase) decrease in accounts receivable		(107	)		—
(Increase) decrease in prepaid expense		32,590			225
(Increase) decrease in inventory		686			(133,284)
Increase (decrease) in accounts payable		(68,928	)		164,799
Net cash from operating activities		(296,244	)		(100,151)
Cash Flows from investing
Purchase of fixed assets		(8,184	)		—
Purchase of intangible assets		(5,000	)		—
Net cash used in investing activities		(13,184	)		—
Cash Flows from Financing Activities
Proceeds from promissory notes		—			42,500
Proceeds from convertible notes, net of debt issuance costs		349,050			—
Payments on convertible notes		(60,000	)		—
Advance from related parties		14,791			37,859
Net cash from financing activities		303,841			80,359
Net increase (decrease) in Cash		(5,587	)		(19,792)
Beginning cash balance		148,767			22,020
Ending cash balance	$	143,180		$	2,228
Supplemental disclosure of cash flow information
Cash paid for interest	$	—		$	—
Cash paid for tax	$	—		$	—

The ~~accompanying~~ accompanying notes are an integral part of these financial statements.

F-3

Table of Contents

VILACTO BIO INC.

~~NOTES~~STATEMENT TOOF ~~THE~~CASH ~~FINANCIAL STATEMENTS~~FLOWS

~~SEPTEMBER 30, 2018~~(UNAUDITED)

(UNAUDITED)

	For the Nine Months Ended
	December 31, 2018			December 31, 2017
Cash Flows from Operating Activities
Net income (loss)	$	(5,344,105	)	$	(233,337)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4,066			9
Loss on acquisition of related party assets		3,242,070			—
Loss on derivative liability		633,658			—
Loss on disposal of assets		6,118			—
Loss on debt modification		37,500			—
Stock based compensation		328,233			—
Amortization of debt discount		617,086			—
Changes in assets and liabilities
(Increase) decrease in accounts receivable		(7	)		(70)
(Increase) decrease in prepaid expense		48,974			(64,775)
(Increase) decrease in inventory		(21,131	)		(133,876)
Increase (decrease) in accounts payable		(35,337	)		211,379
Net cash from operating activities		(482,875	)		(220,670)

Cash Flows from investing
Purchase of fixed assets		(19,292	)		—
Purchase of intangible assets		(6,500	)		(920)
Net cash used in investing activities		(25,792	)		(920)

Cash Flows from Financing Activities
Proceeds from promissory notes		—			151,500
Proceeds from convertible notes, net of debt issuance costs		530,050			—
Payments on convertible notes		(60,000	)		—
Advance from related parties		17,740			55,389
Net cash from financing activities		487,790			206,889

Net increase (decrease) in Cash		(20,877	)		(14,701)

Beginning cash balance		148,767			22,020

Ending cash balance	$	127,890		$	7,319

Supplemental disclosure of cash flow information
Cash paid for interest	$	—		$	—
Cash paid for tax	$	—		$	—

1.The accompanying ~~ORGANIZATION~~notes ~~AND~~are ~~LINE~~an ~~BUSINESS~~integral part of these financial statements.

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 minimal revenues from operations to date.F-4

OnTable April 4, 2017, the Company entered into a license agreement (the “License Agreement”) with Pharma GP APS, a Company controlled by our CEO. (“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.~~Contents

~~As a result of the License Agreement, the Company~~VILACTO isBIO ~~currently marketing a line of skin care products on its website at www~~INC.~~vilacto.com. These products include, lotions, skin care creams and gels, lip balms, foot creams and oils, and similar items.~~

2.NOTES TO ~~BASIS~~THE OFFINANCIAL ~~PRESENTATION AND GOING CONCERN~~STATEMENTS

~~The accompanying unaudited interim financial~~DECEMBER ~~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~~31, 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.2018

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 $3,276,082 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.(UNAUDITED)

31. ORGANIZATION ~~SUMMARY~~AND OFLINE ~~SIGNIFICANT POLICIES~~BUSINESS

~~This summary of significant accounting policies~~The ofCompany ~~Vilacto~~was ~~Bio~~originally ~~Inc.~~incorporated isunder ~~presented to assist in understanding~~ the ~~Company’s~~laws ~~financial statements. The financial statements and notes are representations~~ of the ~~Company’s~~state ~~management,~~of ~~who~~Nevada ~~are~~on ~~responsible~~February ~~for~~25, ~~their integrity and objectivity~~2013. ~~These accounting~~The ~~policies~~Company ~~conform~~is todevoting ~~accounting~~substantially all ~~principles~~of ~~generally~~its ~~accepted~~present inefforts ~~the~~to ~~United~~establish ~~States~~a ofnew ~~America~~business and ~~have~~has ~~been~~had ~~consistently applied~~minimal inrevenues ~~the~~from ~~preparation~~operations ofto ~~the financial statements~~date.

~~Use of estimates – The~~On ~~preparation~~April of4, ~~financial~~2017, ~~statements in conformity with accounting principles generally accepted in~~ the ~~United~~Company ~~States~~entered ofinto ~~America requires~~a ~~management~~license toagreement ~~make estimates and assumptions that affect~~ (the ~~reported~~“License ~~amounts~~Agreement”) ofwith ~~assets~~Pharma ~~and~~GP ~~liabilities~~APS, ~~disclosure~~a ofCompany ~~contingent~~controlled ~~assets~~by ~~and~~our ~~liabilities~~CEO. at(“Pharma ~~the~~GP”) ~~date~~and ofacquired ~~the~~an ~~financial~~exclusive ~~statements,~~license ~~and~~to ~~the~~sell ~~reported~~certain ~~amounts~~cosmetic ofproducts ~~revenues~~or ~~and expenses during~~ingredients ~~the~~covered ~~reporting~~by ~~period.~~United ~~Actual~~States ~~results~~Patent ~~could differ from those estimates~~No. ~~Significant~~US ~~estimates include estimates used to review the Company’s goodwill~~8, ~~impairments and estimations of long-lived assets~~637,075 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,~~territory ~~the results~~ of ~~which form~~ the ~~basis~~United ~~for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~States. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~F-4~~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.

~~Table~~2. BASIS ofOF ~~Contents~~PRESENTATION AND GOING CONCERN

~~VILACTO~~The accompanying ~~BIO~~unaudited ~~INC~~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.

~~NOTES~~Going concern TO– ~~THE~~The ~~FINANCIAL~~accompanying ~~STATEMENTS~~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 $6,348,019 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.

~~SEPTEMBER~~3. SUMMARY ~~30,~~OF ~~2018~~SIGNIFICANT POLICIES

~~(UNAUDITED)~~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.

~~Revenue~~Use ~~Recognition~~of estimates – The ~~Company~~preparation ~~recognizes~~of ~~revenue~~financial ~~related~~statements toin ~~product~~conformity ~~sales~~with ~~when~~accounting principles ~~(i)~~generally accepted in the ~~seller’s~~United ~~price~~States isof ~~substantially fixed,~~America ~~(ii)~~requires ~~shipment~~management ~~has~~to ~~occurred~~make ~~causing~~estimates ~~the~~and ~~buyer~~assumptions tothat beaffect the ~~obligated~~reported toamounts ~~pay~~of ~~for~~assets ~~product~~and liabilities, ~~(iii)~~disclosure ~~the~~of ~~buyer~~contingent ~~has~~assets ~~economic~~and ~~substance apart~~liabilities ~~from~~at the ~~seller,~~date of the financial statements, and ~~(iv)~~the ~~there~~reported isamounts noof ~~significant~~revenues ~~obligation~~and ~~for~~expenses ~~future~~during ~~performance~~the toreporting ~~directly~~period. ~~bring~~Actual ~~about~~results ~~the~~could ~~resale~~differ offrom those estimates. ~~the~~Significant ~~product~~estimates include byestimates used to review the ~~buyer~~Company’s asgoodwill, ~~required~~impairments byand ~~ASC~~estimations ~~605~~of –long-lived assets, ~~Revenue~~revenue ~~Recognition.~~recognition ~~Cost~~on percentage of ~~sales~~completion type contracts, ~~rebates~~allowances ~~and~~for ~~discounts~~uncollectible ~~are~~accounts, ~~recorded~~inventory valuation, atand the ~~time~~valuations of ~~revenue~~non-cash ~~recognition~~capital orstock atissuances. ~~each~~The ~~financial~~Company bases ~~reporting~~its ~~date.~~estimates ~~For~~on ~~the~~historical ~~six~~experience ~~months~~and ~~ended~~on ~~September~~various other 30assumptions that are believed to be reasonable in the circumstances, ~~2018~~the ~~and~~results ~~2017~~of which form the basis for making judgments ~~Company~~about ~~reported~~the ~~revenues~~carrying values of ~~$1,380~~ assets and ~~$0,~~liabilities ~~respectively,~~that are not readily apparent from other sources. Actual results ~~respectively~~may differ from these estimates under different assumptions or conditions.

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 $143 and $36 at September 30, 2018, and March 31, 2018, respectively.F-5

~~Cash~~Table ~~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 $143,180 and $148,767 in cash and cash equivalents as of September 30, 2018, and March 31, 2018, respectively.Contents

~~Concentration~~VILACTO ~~Risk~~BIO INC.

AtNOTES ~~times~~TO ~~throughout the~~THE ~~year,~~FINANCIAL the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2018, 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.STATEMENTS

~~Fair~~DECEMBER ~~Value of Financial Instruments – The carrying amounts reflected in the balance sheets for cash~~31, ~~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.~~2018

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~~UNAUDITED) 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~~Revenue ~~three~~Recognition – ~~levels~~Upon adoption of ASC Topic 606, the ~~fair~~Company ~~value~~revised ~~hierarchy~~its accounting policy on revenue recognition from the policy provided ~~are~~in ~~described~~the Notes to Consolidated Financial Statements included in our March 31, 2018 10-K. The revised accounting policy on revenue recognition is provided below:.

~~Level~~We 1:recognize ~~Unadjusted~~revenue on ~~quoted~~agreements ~~prices~~ for the products we sell on a standardized basis for sale to the market at a point in ~~active~~time. ~~markets~~We recognize revenue at the point in time that ~~are~~the ~~accessible~~customer atobtains control of the ~~measurement~~good. ~~date~~We use proof of delivery for ~~identical~~large orders, ~~unrestricted~~whereas ~~assets~~the ordelivery of ~~liabilities;~~most of our products is estimated based on historical averages of in-transit periods (i.e., time between shipment and delivery).

~~Level~~In 2:situations ~~Quoted~~where ~~prices~~arrangements ininclude customer ~~markets~~acceptance provisions based on seller or customer-specified objective criteria, we recognize revenue when we have concluded that ~~are~~the ~~not~~customer ~~active,~~has orcontrol ~~inputs~~of the goods and that ~~are~~acceptance ~~observable,~~is ~~either~~likely ~~directly~~to oroccur. ~~indirectly,~~We generally do not provide for ~~substantially~~anticipated losses ~~the~~on ~~full~~point ~~term~~in time transactions prior to transferring control of the ~~asset or~~equipment ~~liability;~~to the customer.

~~Level~~For 3:the ~~Prices~~nine ~~or valuation techniques~~months ~~that~~ended ~~require~~December ~~inputs~~31, ~~that~~2018 ~~are~~and ~~both~~2017 ~~significant~~the toCompany ~~the~~reported ~~fair~~revenues ~~value~~of ~~measurement~~$2,640 and ~~unobservable~~$322 ~~(supported~~respectively, ~~by little or no market activity)~~respectively.

~~F-5~~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 $36 at December 31, 2018, and March 31, 2018, respectively.

~~Table~~Cash and cash equivalents – For purposes of ~~Contents~~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 $127,890 and $148,767 in cash and no cash equivalents as of December 31, 2018, and March 31, 2018, respectively.

~~VILACTO~~Concentration Risk ~~BIO~~– ~~INC~~At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2018, 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.

~~NOTES~~Fair Value TOof ~~THE~~Financial ~~FINANCIAL~~Instruments ~~STATEMENTS~~– 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.

~~SEPTEMBER~~As required 30by the Fair Value Measurements and Disclosures Topic of the FASB ASC, ~~2018~~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.

~~(UNAUDITED)~~The three levels of the fair value hierarchy are described below:

~~Stock-based compensation – The~~Level ~~Company~~1: ~~follows~~Unadjusted ~~the~~quoted ~~guidelines~~prices in ~~FASB~~active ~~Codification~~markets ~~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~~are ~~cost~~accessible ~~relating~~at ~~to share-based payment transactions be recognized in~~ the ~~financial~~measurement ~~statements.~~date ~~That~~for ~~cost~~identical, ~~will~~unrestricted ~~be measured~~assets ~~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 September 30, 2018, the Company has not implemented an employee stock-based compensation plan.liabilities;

~~Non-Employee Stock Based Compensation~~Level –2: ~~The~~Quoted ~~Company~~prices ~~accounts~~in ~~for~~markets ~~stock-based~~that ~~compensation~~are ~~awards~~not ~~issued to non-employees for services~~active, asor ~~prescribed~~inputs bythat ~~ASC~~are ~~718-10~~observable, at either ~~the~~directly ~~fair~~or ~~value of the services rendered~~indirectly, ~~or the instruments issued in exchange~~ for ~~such services, whichever is more readily~~substantially ~~determinable, using~~ the ~~measurement~~full ~~date~~term ~~guidelines~~of ~~enumerated~~the inasset ~~ASC~~or 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.liability;

~~Earnings (loss) per share – The~~Level ~~Company~~3: ~~reports~~Prices ~~earnings~~or ~~(loss)~~valuation ~~per~~techniques ~~share~~that inrequire ~~accordance~~inputs ~~with~~that ~~Financial~~are ~~Accounting~~both ~~Standards~~significant ~~Board’s~~to ~~(“FASB”) Accounting~~the ~~Standards~~fair ~~Codification~~value ~~(“ASC”)~~measurement ~~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~~unobservable (supported by ~~dividing~~little ~~net income~~ or ~~loss~~no ~~available~~market ~~to common stockholders by the weighted average common shares outstanding for the period~~activity). 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~~F-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.6

~~Derivative~~Table ~~Financial Instruments – The Company accounts for derivative instruments in accordance with the provisions~~ of ASC 815 - Derivatives Hedging: Embedded Derivatives. ASC 815 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.Contents

~~The~~VILACTO ~~Company~~BIO ~~does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk~~INC. Terms in agreements are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815 to be accounted for and separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results.

~~Inventory –~~NOTES ~~Substantially all~~TO ~~inventory~~THE ~~consists~~FINANCIAL of finished goods and are valued based upon first-in first-out ("FIFO") cost, not in excess of market. The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. The Company evaluates potentially excess and slow-moving inventories on a quarterly basis by evaluating turn rates, inventory levels and other factors, and records lower of cost or market reserves for such identified excess and slow-moving inventories. As of September 30, 2018, and March 31, 2018, no such reserve had been recorded.STATEMENTS

~~F-6~~DECEMBER 31, 2018

~~Table of Contents~~(UNAUDITED)

~~VILACTO~~Stock-based compensation ~~BIO~~– ~~INC~~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, 2018, the Company has not implemented an employee stock-based compensation plan.

~~NOTES~~Non-Employee Stock TOBased ~~THE~~Compensation ~~FINANCIAL~~– ~~STATEMENTS~~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.

~~SEPTEMBER~~Earnings (loss) 30per 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,” ~~2018~~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 (~~UNAUDITED~~"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.

~~Income~~Derivative Financial ~~taxes~~ Instruments – The Company accounts for ~~its~~derivative ~~income~~instruments ~~taxes~~ in accordance with ~~FASB~~the ~~Codification~~provisions ~~Topic~~of ASC ~~740~~815 -~~10,~~ ~~“Income~~Derivatives ~~Taxes”, which~~Hedging: ~~requires~~Embedded ~~recognition~~Derivatives. ofASC ~~deferred~~815 ~~tax~~establishes ~~assets~~accounting and ~~liabilities~~reporting standards for ~~future~~derivative ~~tax consequences attributable to differences between~~instruments, ~~the~~including ~~financial~~certain ~~statement~~derivative ~~carrying~~instruments ~~amounts~~embedded 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~~other ~~years~~contracts ~~in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets~~ and ~~liabilities~~for ofhedging ~~a change in tax rates is recognized in income in the period that includes the enactment date~~activities.

~~Segment Reporting –~~The ~~Operating~~Company ~~segments~~does ~~are~~not ~~defined~~use asderivative ~~components~~instruments ofto anhedge ~~enterprise~~exposures ~~for~~to ~~which~~cash ~~separate~~flow, ~~financial~~market ~~information~~or isforeign ~~available~~currency ~~and~~risk. ~~evaluated regularly~~Terms byin ~~the~~agreements are ~~chief~~reviewed ~~operating~~to ~~decision~~determine ~~maker,~~whether or ~~decision-making~~not ~~group,~~they incontain ~~deciding~~embedded ~~the~~derivatives ~~method~~that are required under ASC 815 to ~~allocate~~be ~~resources~~accounted for and ~~assess performance~~separated from the host contract, and recorded on the balance sheet at fair value. The ~~Company~~fair ~~currently~~value ~~has~~of ~~one~~derivative ~~reportable~~liabilities is ~~segment~~required ~~for~~to ~~financial~~be revalued at each reporting ~~purposes~~date, ~~which~~with ~~represents~~ the ~~Company's core~~corresponding ~~business~~changes in fair value recorded in current period operating results.

~~Recently~~Inventory – Substantially ~~Issued~~all ~~Accounting~~inventory ~~Pronouncements –~~consists of finished goods and are valued based upon first-in first-out ("FIFO") cost, not in excess of market. The ~~Company~~cost ~~has~~of ~~evaluated~~our inventory includes the ~~all~~amount ~~recent~~we ~~accounting~~pay ~~pronouncements~~to ~~through~~our ~~ASU~~suppliers ~~2018-18~~to acquire inventory, ~~and~~freight ~~believes~~costs incurred ~~that~~in ~~none~~connection with the delivery of ~~them~~product ~~will~~to ~~have a~~our ~~material~~distribution ~~effect~~centers. Net onrealizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. The Company's evaluates ~~financial~~potentially ~~position~~excess and slow-moving inventories on a quarterly basis by evaluating turn rates, ~~results~~inventory levels and other factors, and records lower of ~~operations~~cost or ~~cash~~market ~~flows~~reserves ~~except~~for assuch ~~discussed~~identified ~~below~~excess and slow-moving inventories. As of December 31, 2018, and March 31, 2018, no such reserve had been recorded.

~~Revenue from Contracts with Customers. In May 2014, the FASB issued Accounting Standards Update No. 2014~~F-09 (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. Additionally, the new guidance requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition.7

InTable ~~July 2015, the FASB made a decision to defer the effective date~~ of the new standard for one year and permit early adoption as of the original effective date. The Company has reviewed its revenue streams and does not believe that the adoption of this standard has a material effect on its revenue recognition in 2017 or 2018.Contents

4.VILACTO ~~INVENTORY~~BIO INC.

~~Inventory~~NOTES ~~consist~~TO ofTHE ~~the~~FINANCIAL ~~following as of September 30, 2018 and March 31, 2018:~~STATEMENTS

	September 30, 2018		March 31, 2018
Raw materials	$	—	$	—
Finished Goods		99,727		100,413
Total	$	99,727	$	100,413

DECEMBER 31, 2018

~~5. PREPAID EXPENSES~~(UNAUDITED)

~~Prepaid~~Income taxes – ~~expenses~~The ~~consist~~Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “Income Taxes”, which requires recognition of ~~the~~deferred ~~following~~tax asassets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of ~~September~~existing ~~30,~~assets ~~2018~~and liabilities and ~~March~~their ~~31,~~respective ~~2018:~~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.

	September 30, 2018		March 31, 2018
Prepaid Marketing	$	27,068	$	59,568
Total prepaid expenses	$	27,068	$	59,568

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.

6Recently Issued Accounting Pronouncements – In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment awards issued to employees. ~~INTANGIBLE~~ASU ~~ASSETS~~2018-07 is effective for us for annual periods beginning October 1, 2019. We do not expect the adoption of the standard will impact our financial position or results of operations.

~~Patents~~The ~~and~~Company ~~trademarks~~has ~~and~~evaluated all other ~~intangible assets~~recent ~~are~~accounting ~~capitalized~~pronouncements, atand ~~their~~believes ~~historical~~that ~~cost~~none ~~and~~of ~~are~~them ~~amortized~~will ~~over~~have ~~their~~a ~~estimated~~material ~~useful~~effect ~~lives~~on the Company's financial position, results of operations or cash flows.

~~Intangible assets consist of the following~~4. ~~as of September 30, 2018 and March 31, 2018:~~INVENTORY

	September 30, 2018			March 31, 2018
Patents and trademarks		920			920
Website		5,000			—
Less: accumulated depreciation		(552	)		(24)
Fixed assets, net of accumulated depreciation		5,368			896

Inventory consist of the following as of December 31, 2018 and March 31, 2018:

Amortization expense for the six months ended September 30, 2018 and 2017 was $528 and $0, respectively.

	December 31, 2018		March 31, 2018
Raw materials	$	—	$	—
Finished Goods		121,544		100,413
Total	$	121,544	$	100,413

~~F-7~~5. PREPAID EXPENSES

~~Table~~Prepaid expenses consist of ~~Contents~~the following as of December 31, 2018 and March 31, 2018:

VILACTO BIO INC.

	December 31, 2018		March 31, 2018
Prepaid Marketing	$	10,684	$	59,568
Total prepaid expenses	$	10,684	$	59,568

~~NOTES TO THE FINANCIAL STATEMENTS~~F-8

~~SEPTEMBER~~Table ~~30,~~of ~~2018~~Contents

~~(UNAUDITED)~~VILACTO BIO INC.

7.NOTES ~~CONVERTIBLE~~TO ~~NOTES~~THE ~~PAYABLE~~FINANCIAL STATEMENTS

Convertible Notes Payable at consists of the following:		September 30, 2018
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 (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 were $150,000. At any time 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. In addition, the Auctus Note grants Auctus the right to update the terms of the Auctus SPA and the Auctus Note to incorporate the terms of any future transaction document related to a security issuance by us to a third party that are more favorable to the third party than the terms of the Auctus SPA and the Auctus Note. Any amounts due and payable to Auctus under the terms of the Auctus Note, including any payment on an event of default, default interest, or agreed upon liquidated damages may, at the Auctus's option, be converted into shares of our common stock at the Conversion Price. Pursuant to a Registration Rights Agreement, we are required to register 30,000,000 shares into which the Auctus Note may be converted. During the six months ending September 30, 2018 the Company recorded interest of $10,093 The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $112,447 during the six months ended September 30, 2018.	$	167,750
Unamortized debt discount		(35,025)
Total, net of unamortized discount		132,725
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 (“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 EMA Note as amended, is due February 23, 2019, bears interest at the rate of 12% 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. 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 30,000,000 shares into which the EMA Note may be converted. During the six months ending September 30, 2018 the Company recorded interest of $5,901. On July 6, 2018 the Company executed an amendment to the promissory note to cure certain events of default in which it agreed to increase the principal balance of the note by $37,500 and pay $25,000 in principal to the lender within 5 days of execution of the amendment. The company treated the amendment as a debt modification under ASC 470 and recorded a corresponding loss on debt modification of $37,500. In July 2018, the Company made principal and interest payments of $60,000 on the outstanding convertible note with EMA financial, LLC. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $126,572 during the six months ended September 30, 2018.		102,500
Unamortized debt discount		(23,599)
Total, net of unamortized discount		78,901
Adar Bays, LLC July 2, 2018 Secured Convertible Note On July 2, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 2, 2018 in the principal amount of $150,000 (the “July 2, 2018 Adar Note”). The July 2, 2018 Adar Note, is due July 2, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the July 2, 2018 Adar Note is convertible into shares of our common stock at the election of Adar six months after the issuance date at a conversion price equal to 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 can pay the note in cash within the first six months of issuance, we have no right to prepay the July 2, 2018 Adar Note six months and one day after issuance. The July 2, 2018 Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the six months ending September 30, 2018 the Company recorded interest of $3,699. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $36,986 during the six months ended September 30, 2018.		150,000
Unamortized debt discount		(113,014)
Total, net of unamortized discount		36,986
GS Capital Partners, LLC Convertible Note On July 11, 2018 we entered into a Convertible note with GS Capital Bays, LLC (“GS”) pursuant to which we issued a convertible promissory note, dated July 11, 2018 in the principal amount of $110,000 (the “GS Note”). The GS Note, is due July 11, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the GS Note is convertible into shares of our common stock at the election of GS at any time at a conversion price equal to 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 GS Note within 60 days of the closing date at a premium of 125% of all amounts owed to GS and at a premium of 135% if prepaid more than 60 but less than 120 days following the closing date, at a premium of 145% if prepaid more than 120 but less than 180 days following the closing date. We have no right to prepay the GS Note more than 180 days after the closing date. The GS Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the six months ending September 30, 2018 the Company recorded interest of $2,441. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $24,411 during the six months ended September 30, 2018.		110,000
Unamortized debt discount		(85,589)
Total, net of unamortized discount		24,411
Eagle Equities, LLC Convertible Note On July 20, 2018 we entered into a Convertible note with Eagle Equities, LLC (“Eagle”) pursuant to which we issued a convertible promissory note, dated July 20, 2018 in the principal amount of $100,000 (the “Eagle Note”). The Eagle Note, is due July 20, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the Eagle Note is convertible into shares of our common stock at the election of Eagle at any time at a conversion price equal to 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 Eagle Note within 90 days of the closing date at a premium of 135% of all amounts owed to GS 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 Eagle Note more than 180 days after the closing date. The Eagle Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the six months ending September 30, 2018 the Company recorded interest of $1,973. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $19,726 during the six months ended September 30, 2018.		100,000
Unamortized debt discount		(80,274)
Total, net of unamortized discount		19,726
Adar Bays, LLC July 23, 2018 Secured Convertible Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018 in the principal amount of $50,000 (the “Adar Note”). The Adar Note, is due July 23, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to 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 Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar 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 Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the six months ending September 30, 2018 the Company recorded interest of $945. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $9,452 during the six months ended September 30, 2018.		50,000
Unamortized debt discount		(40,548)
Total, net of unamortized discount		9,452
Total	$	302,201

DECEMBER 31, 2018

~~F-8~~(UNAUDITED)

~~Table~~6. INTANGIBLE ~~of Contents~~ASSETS

~~VILACTO~~Patents and ~~BIO~~trademarks ~~INC~~and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives.

~~NOTES~~Intangible assets TOconsist ~~THE~~of ~~FINANCIAL~~the ~~STATEMENTS~~following as of December 31, 2018 and March 31, 2018:

SEPTEMBER 30, 2018

	December 31, 2018			March 31, 2018
Patents and trademarks		135,850			920
Website		6,500			—
Less: accumulated amortization		(2,818	)		(24)
Intangible assets, net of accumulated amortization		139,532			896

~~(UNAUDITED)~~Amortization expense for the nine months ended December 31, 2018 and 2017 was $2,794 and $9, respectively. The Company expects to incur approximately $13,724 in amortization expense related to its intangible assets on an annual basis over the next 10 years.

~~Derivative~~On November ~~liability~~8, 2018, we entered into an Asset Purchase Agreement with 9 Heroes APS, a Denmark corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications and intellectual property. We formed a new wholly owned subsidiary, Vilacto BioIP, LLC, to hold the assets acquired in the Asset Purchase Agreement.

The ~~Company accounts for the fair~~ ~~value~~patent ofapplications ~~the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives~~ and ~~Hedging; Embedded~~intellectual ~~Derivatives”~~property ~~(“Topic~~include ~~No. 815-15”). Topic No. 815-15 requires~~ the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.following:

~~The following table presents a~~United ~~summary~~States ofPatent ~~the~~Application ~~Company’s~~# ~~derivative~~8,637,075 ~~liabilities~~entitled ~~associated~~“Colostrum ~~with its convertible notes as of September 30, 2018:~~Composition”;

	Amount
Balance March 31, 2017	—
Debt discount originated from derivative liabilities		262,500
Initial loss recorded		170,924
Adjustment to derivative liability due to debt settlement		—
Change in fair market value of derivative liabilities		296,313
Balance March 31, 2018	$	729,737
Debt discount originated from derivative liabilities		349,050
Initial loss recorded		409,237
Adjustment to derivative liability due to debt settlement		—
Change in fair market value of derivative liabilities		1,272,178
Balance September 30, 2018	$	2,760,202

European Patent Application # EP2341916 entitled “Colostrum Composition”;
~~The Black-Scholes model utilized~~Hong ~~the~~Kong ~~following~~Patent ~~inputs~~Application to# ~~value~~HK1159997 ~~the~~entitled ~~derivative~~“Colostrum ~~liabilities~~Composition”; ~~at the date of issuance of the convertible notes~~ and ~~at March 31, 2018 and September 30, 2018:~~

Fair value assumptions – derivative notes:	February 23, 2018			February 26, 2018			March 31, 2018			July 2, 2018			July 11, 2018			July 20, 2018			July 23, 2018			September 30, 2018
Risk free interest rate		2.02	%		2.03	%		2.09	%		2.34	%		2.36	%		2.41	%		2.42	%		2.59%
Expected term (years)		1.0			.75			0.66 -.90			1.0			1.0			1.0			1.0			0.16-0.81
Expected volatility		188.62	%		188.72	%		199.58	%		170.90	%		171.08	%		172.31	%		172.42	%		192.16%
Expected dividends		0			0			0			0			0			0			0			0

Canada Patent Application # 2,773,277 entitled “Colostrum Composition.”

8These 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. ~~LOANS~~We ~~PAYABLE~~also secured domains names including Lactoactive and Vilact.

OnIn consideration ~~January~~for 8,the ~~2018~~assets, ~~the~~we ~~Company~~agreed ~~and~~to ~~four~~pay ~~lenders assigned~~9 ~~the~~Heroes ~~rights~~APS ~~and~~the ~~obligations~~purchase ofprice ~~a total~~ of $~~174~~3,~~500~~360,000 ~~in promissory notes to a new lender~~USD, ~~the~~payable ~~terms~~in ofan ~~the~~8% ~~note~~secured ~~were unchanged.~~promissory ~~The~~note ~~notes~~(the ~~bear~~“Note”) ~~interest~~with at a ~~rate~~face amount of 5%$2,000,000 ~~per annum~~ and isthe ~~due~~balance ~~within~~in ~~two~~our ~~business~~common ~~days~~stock, consisting of ~~demand~~8,500,000 ~~notice.~~shares of ~~During~~our ~~the~~common ~~six~~stock. ~~months~~We ~~ending September~~closed ~~30, 2018~~ the ~~Company~~transaction ~~recorded~~on ~~interest~~November ~~of $4~~8,~~361~~ 2018.

~~F-9~~In accordance with US GAAP the Company recorded the assets on the books of the Company at costs basis due to fact that our CEO commonly controlled both entities involved in the transaction. The difference between the historical costs basis of the assets and the fair value of the consideration paid has been recorded as a loss on assets acquired from related parties of $3,242,070.

~~Table~~The Note matures in five years from execution. Interest is due and payable on a semi annual basis with the first payment due on January 1, 2019 and future payments due every six-months afterwards until maturity. At the sole option of ~~Contents~~the note holder interest may be converted into the Company’s common stock. The conversion price shall be equal to the average of the closing market prices for the Company’s common stock on the OTCQB during the five (5) trading days immediately preceding the due date for such payment. The note is secured by all assets of our company.

~~VILACTO~~We plan ~~BIO~~to ~~INC~~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.

~~NOTES TO THE FINANCIAL STATEMENTS~~F-9

~~SEPTEMBER~~Table ~~30,~~of ~~2018~~Contents

~~(UNAUDITED)~~VILACTO BIO INC.

9.NOTES ~~STOCKHOLDERS’~~TO ~~EQUITY~~THE FINANCIAL STATEMENTS

OnDECEMBER ~~March 6~~31, 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.2018

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.(UNAUDITED)

~~Overview~~7. CONVERTIBLE NOTES PAYABLE

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.

Convertible Notes Payable at consists of the following:	December 31, 2018


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 (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 were $150,000. At any time 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. In addition, the Auctus Note grants Auctus the right to update the terms of the Auctus SPA and the Auctus Note to incorporate the terms of any future transaction document related to a security issuance by us to a third party that are more favorable to the third party than the terms of the Auctus SPA and the Auctus Note. Any amounts due and payable to Auctus under the terms of the Auctus Note, including any payment on an event of default, default interest, or agreed upon liquidated damages may, at the Auctus's option, be converted into shares of our common stock at the Conversion Price. Pursuant to a Registration Rights Agreement, we are required to register 30,000,000 shares into which the Auctus Note may be converted. As of December 31, 2018, the note holder had converted $13,775 in Principal and $19,115 in interest and fees into 1,140,000 shares of the Company’s common stock. (See note 9 for additional details.) During the nine months ending December 31, 2018 the Company recorded interest of $16,612. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $147,472 during the nine months ended December 31, 2018.	$	167,750
Unamortized debt discount		—
Total, net of unamortized discount		154,005
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 (“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 EMA Note as amended, is due February 23, 2019, bears interest at the rate of 12% 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. 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. As a result of claimed defaults, the promissory notes discount conversion rate was increased to a 80% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion On July 6, 2018 the Company executed an amendment to the promissory note to cure certain events of default in which it agreed to increase the principal balance of the note by $37,500 and pay $25,000 in principal to the lender within 5 days of execution of the amendment. The company treated the amendment as a debt modification under ASC 470 and recorded a corresponding loss on debt modification of $37,500. During the three months ending December 31, 2018 the Company incurred penalties of approximately $120,533 which were added to the principal total owed under the promissory note. Pursuant to the Registration Rights Agreement, we are required to register 30,000,000 shares into which the EMA Note may be converted. As of December 31, 2018, the note holder had converted $61,841 in Principal and $6,350 in interest and fees into 8,300,000 shares of the Company’s common stock. (See note 9 for additional details.) During the nine months ending December 31, 2018 the Company recorded interest of $11,173. In July 2018, the Company made principal and interest payments of $60,000 on the outstanding convertible note with EMA financial, LLC. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $138,936 during the nine months ended December 31, 2018.		176,747
Unamortized debt discount		(11,235)
Total, net of unamortized discount		165,512

Adar Bays, LLC July 2, 2018 Secured Convertible Note On July 2, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 2, 2018 in the principal amount of $150,000 (the “July 2, 2018 Adar Note”). The July 2, 2018 Adar Note, is due July 2, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the July 2, 2018 Adar Note is convertible into shares of our common stock at the election of Adar six months after the issuance date at a conversion price equal to 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 can pay the note in cash within the first six months of issuance, we have no right to prepay the July 2, 2018 Adar Note six months and one day after issuance. The July 2, 2018 Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $8,712. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $74,795 during the nine months ended December 31, 2018.		150,000
Unamortized debt discount		(75,205)
Total, net of unamortized discount		74,795

GS Capital Partners, LLC Convertible Note On July 11, 2018 we entered into a Convertible note with GS Capital Bays, LLC (“GS”) pursuant to which we issued a convertible promissory note, dated July 11, 2018 in the principal amount of $110,000 (the “GS Note”). The GS Note, is due July 11, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the GS Note is convertible into shares of our common stock at the election of GS at any time at a conversion price equal to 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 GS Note within 60 days of the closing date at a premium of 125% of all amounts owed to GS and at a premium of 135% if prepaid more than 60 but less than 120 days following the closing date, at a premium of 145% if prepaid more than 120 but less than 180 days following the closing date. We have no right to prepay the GS Note more than 180 days after the closing date. The GS Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $6,118. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $52,137 during the nine months ended December 31, 2018.		110,000
Unamortized debt discount		(57,863)
Total, net of unamortized discount		52,137

Eagle Equities, LLC Convertible Note On July 20, 2018 we entered into a Convertible note with Eagle Equities, LLC (“Eagle”) pursuant to which we issued a convertible promissory note, dated July 20, 2018 in the principal amount of $100,000 (the “Eagle Note”). The Eagle Note, is due July 20, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the Eagle Note is convertible into shares of our common stock at the election of Eagle at any time at a conversion price equal to 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 Eagle Note within 90 days of the closing date at a premium of 135% of all amounts owed to GS 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 Eagle Note more than 180 days after the closing date. The Eagle Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $5,315. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $44,932 during the nine months ended December 31, 2018.		100,000
Unamortized debt discount		(55,069)
Total, net of unamortized discount		44,932

Adar Bays, LLC July 23, 2018 Secured Convertible Note On July 23, 2018 we entered into a Secured Convertible note with Adar Bays, LLC (“Adar”) pursuant to which we issued a convertible promissory note, dated July 23, 2018 in the principal amount of $50,000 (the “Adar Note”). The Adar Note, is due July 23, 2019, bears interest at the rate of 10% per annum. All principal and accrued interest on the Adar Note is convertible into shares of our common stock at the election of Adar at any time at a conversion price equal to 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 Adar Note within 90 days of the closing date at a premium of 135% of all amounts owed to Adar 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 Adar Note more than 180 days after the closing date. The Adar Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $2,616. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $22,055 during the nine months ending December 31, 2018.		50,000
Unamortized debt discount		(27,945)
Total, net of unamortized discount		22,055

Power UP Lending Group Convertible Note – October 15, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018 in the principal amount of $128,000 (the “Power UP Note”). The Power UP Note, is due October 15, 2019, bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 37% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $3,002. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $27,997 during the nine months ending December 31, 2018.		128,000
Unamortized debt discount		(100,003)
Total, net of unamortized discount		27,997

Power UP Lending Group Convertible Note – November 6, 2018 On October 15, 2018 we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note, dated October 15, 2018 in the principal amount of $53,000 (the “Power UP Note-2”). The Power UP Note-2, is due November 6, 2019, bears interest at the rate of 8% per annum. All principal and accrued interest on the Power UP Note-2 is convertible into shares of our common stock 180 days following October 15, 2018 at a conversion price equal to a 39% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion. We have the right to prepay the Power UP Note within 30 days of the closing date at a premium of 112% of all amounts owed to Power UP and at a premium of 117% if prepaid more than 31 but less than 60 days following the closing date and at a premium of 122% if prepaid more than 61 but less than 90 days following the closing date and at a premium of 127% if prepaid more than 91 but less than 120 days following the closing date and at a premium of 132% if prepaid more than 121 but less than 150 days following the closing date and at a premium of 137% if prepaid more than 151 but less than 180 days following the closing date. We have no right to prepay the Power UP Note more than 180 days after the closing date. The Power UP Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. During the nine months ending December 31, 2018 the Company recorded interest of $987. The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $8,726 during the nine months ending December 31, 2018.		53,000
Unamortized debt discount		(44,274)
Total, net of unamortized discount		8,726

Total	$	550,158

~~As of September 30, 2018, there were 90,000,000 shares of common stock issued and outstanding.~~F-10

~~Stock~~Table ~~purchase~~of ~~agreement~~Contents

OnVILACTO ~~April~~BIO 19, 2017, we entered into a Stock Purchase Agreement (the “Agreement”) with Pharma GP APS, a Denmark corporation controlled by our CEO (“Pharma GP”) and its sole shareholder, 9 Heroes APS, a Denmark corporation controlled by our CEOINC. 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, payable as $3,000,000 in cash and the balance in shares of our common stock.

~~The~~NOTES ~~foregoing~~TO ~~description~~THE ofFINANCIAL 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.STATEMENTS

OnDECEMBER ~~November 8~~31, 2018, the Company and Pharma GP APS, a Denmark corporation controlled by our CEO (“Pharma GP”) and its sole shareholder, 9 Heroes APS, a Denmark corporation controlled by our CEO entered into a release and termination agreement. In accordance with the agreement all parties are mutually released from there commitments under the April 19, 2017 agreement.

~~10. RELATED PARTY TRANSACTIONS~~(UNAUDITED)

~~In connection with an assumption of the debt~~Derivative agreement the Company executed a $32,608 promissory note with Mr. Anderson which bears interest at a rate of 10% per annum. During the six months ending September 30, 2018 the Company recorded interest of $1,635.liability

~~During~~The Company accounts for the ~~six~~fair ~~months~~value ~~ending~~of ~~September~~the ~~30,~~conversion features of its convertible debt in accordance with ASC Topic No. 815-15 ~~2018,~~“Derivatives ~~Gert~~and ~~Anderson,~~Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the ~~President~~Company to bifurcate and ~~CEO~~separately ofaccount for the ~~Company~~conversion ~~advanced~~features ~~$14,791~~as toan embedded derivative contained in the Company’s convertible debt. The Company is required to ~~pay~~carry ~~expenses~~the embedded derivative on ~~behalf~~its ofbalance ~~the~~sheet ~~Company. As~~at offair ~~September~~value ~~30,~~and ~~2018,~~account ~~$65,157~~for any unrealized change in ~~advances~~fair ~~remain~~value ~~outstanding.~~as ~~The~~a ~~advances~~component ~~bear~~of noresults ~~interest,~~of ~~are~~operations. ~~unsecured,~~The ~~and~~Company ~~are~~values ~~due~~the onembedded derivatives using the Black-Scholes ~~demand~~pricing model.

OnThe following ~~July~~table ~~16,~~presents ~~2018 the Company made~~ a ~~payment~~summary of ~~$133,284~~the toCompany’s ~~Pharma GP,~~derivative anliabilities ~~entity~~associated ~~controlled~~with byits ~~our~~convertible ~~CEO~~notes toas ~~settle~~of ~~amounts~~December 31, ~~owned under outstanding accounts payable.~~2018:

F-10

	Amount
Balance March 31, 2017	$	—
Debt discount originated from derivative liabilities		262,500
Initial loss recorded		170,924
Adjustment to derivative liability due to debt settlement		—
Change in fair market value of derivative liabilities		296,313
Balance March 31, 2018	$	729,737
Debt discount originated from derivative liabilities		530,050
Initial loss recorded		473,113
Adjustment to derivative liability due to debt settlement		(288,950)
Change in fair market value of derivative liabilities		192,045
Balance December 31, 2018	$	1,635,995

~~Table~~The Black-Scholes model utilized the following inputs to value the derivative liabilities at the date of ~~Contents~~issuance of the convertible notes, at March 31, 2018 and at December 31, 2018:

VILACTO BIO INC.

Fair value assumptions – derivative notes:	February 23, 2018	February 26, 2018	March 31, 2018		July 2, 2018	July 11, 2018	July 20, 2018	July 23, 2018	October 15, 2018	November 6, 2018	December 31, 2018
Risk free interest rate	2.02%	2.03%		2.09%	2.34%	2.36%	2.41%	2.42%	2.67%	2.72%	2.56%
Expected term (years)	1.0	.75		0.66 -.90	1.0	1.0	1.0	1.0	1.0	1.0	0.01-0.84
Expected volatility	188.62%	188.72%		199.58%	170.90%	171.08%	172.31%	172.42%	198.49%	202.93%	202.35%
Expected dividends	0	0		0	0	0	0	0	0	0	0

~~NOTES~~8. LOANS ~~TO THE FINANCIAL STATEMENTS~~PAYABLE

~~SEPTEMBER~~On January 308, 2018, the Company and four lenders assigned the rights and obligations of a total of $174,500 in promissory notes to a new lender, the terms of the note were unchanged. The notes bear 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, 2018 the Company recorded interest of $7,269.

~~(UNAUDITED)~~F-11

~~11.~~Table ~~ROYALTY~~of ~~AGREEMENT~~Contents

~~License~~VILACTO ~~agreement~~BIO INC.

OnNOTES ~~April~~TO 4,THE ~~2017,~~FINANCIAL we entered into a license agreement (the “License Agreement”) with Pharma GP APS, a Company controlled by our CEO. (“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.STATEMENTS

~~For~~DECEMBER ~~the license~~31, 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 six months ending September 30, 2018 ~~, the Company recorded royalty expense of $60,000 related to this agreement.~~

~~Under the License Agreement, we have the ability to sublicense to third parties under the royalty arrangement described above.~~(UNAUDITED)

129. STOCKHOLDERS’ ~~SUBSEQUENT EVENTS~~EQUITY

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 except as disclosed below.Overview

~~Power~~As of UPDecember ~~Lending~~31, ~~Group~~2018, ~~Convertible~~the ~~Note~~Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. All common stock –shares ~~October~~have 15equal voting rights, ~~2018~~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.

OnAs of ~~October~~December 1531, 2018 ~~we entered into a Convertible note with Power UP Lending Group LTD (“Power UP”) pursuant to which we issued a convertible promissory note~~, ~~dated~~there ~~October~~were 15110,440,000 ~~2018 in~~shares ~~the principal amount~~ of ~~$128,000~~common ~~(the~~stock ~~“Power~~issued UPand ~~Note”)~~outstanding.

~~The Power UP Note, is due October 15, 2019, bears interest at the~~Termination ~~rate~~ of 8%Stock ~~per~~purchase ~~annum.~~agreement ~~All~~– ~~principal~~November ~~and accrued interest on the Power UP Note is convertible into shares of our common stock 180 days following October 15~~8, 2018 ~~at a conversion price equal to a 37% discount to the lowest trading or lowest closing bid price for our common stock during the 15-trading day period immediately prior to conversion.~~

~~We have the right to prepay the Power UP Note within 30 days of~~As ~~the~~previously ~~closing~~disclosed, ~~date~~on atApril a19, ~~premium~~2017, ofwe ~~112%~~entered ofinto ~~all amounts owed to Power UP and at~~ a ~~premium~~Stock ofPurchase ~~117%~~Agreement if(the ~~prepaid~~“Purchase ~~more~~Agreement”) ~~than 31 but less~~with ~~than~~Pharma 60GP ~~days~~APS, ~~following the closing date and at~~ a ~~premium~~Denmark ofcorporation ~~122%~~(“Pharma ifGP”) ~~prepaid~~and ~~more~~its ~~than~~sole 61shareholder, ~~but~~9 ~~less~~Heroes ~~than~~APS, 90a ~~days~~Denmark ~~following the closing~~corporation, ~~date~~pursuant ~~and~~to atwhich awe ~~premium~~agreed ofto ~~127%~~purchase ifall ~~prepaid~~of ~~more than 91 but less than 120 days following~~ the ~~closing~~outstanding ~~date~~shares ~~and at a premium~~ of ~~132% if~~Pharma ~~prepaid~~GP ~~more~~for ~~than 121 but less than 150 days following~~ the ~~closing~~purchase ~~date~~price ~~and at a premium~~ of ~~137%~~$6,000,000.00, ~~if prepaid more than 151 but~~payable ~~less~~as ~~than 180 days following the closing date~~$3,000,000.00 Wein ~~have~~cash noand ~~right to prepay~~ the ~~Power~~balance UPin ~~Note~~shares ~~more~~of ~~than~~our ~~180~~common ~~days after the closing date~~stock.

The closing ~~Power~~of UPthe ~~Note~~Purchase ~~contains~~Agreement ~~customary~~was ~~default~~originally ~~events~~scheduled ~~which~~to occur on May 31, if2017; ~~triggered~~however, we have been unable to raise money ~~and~~needed ~~not~~to ~~timely~~pay ~~cured,~~the ~~will~~purchase price under the Purchase Agreement; As a result of the difficulties in ~~default~~raising ~~interest~~capital to finance the Purchase Agreement transaction, the parties have decided to terminate and ~~penalties~~release each other and otherwise settle, compromise, dispose of, and release with finality, all claims, demands and causes of action, arising out of the Purchase Agreement dated April 19, 2017.

~~Power~~As such, UPon ~~Lending~~November ~~Group~~8, ~~Convertible~~2019, ~~Note~~the parties entered into a Termination and Release Agreement (the “Termination Agreement”) –to ~~November~~terminate 6,the ~~2018~~Purchase Agreement and release each other from the obligations under the Purchase Agreement.

~~On October 15, 2018 we entered into a Convertible note with Power~~Stock ~~UP Lending Group LTD (“Power UP”) pursuant to which we~~ issued afor ~~convertible promissory note, dated October 15, 2018 in the principal amount of $53,000 (the “Power UP Note-2”)~~services.

~~The~~On December ~~Power~~3, ~~UP Note-2~~2018, isthe ~~due~~Company ~~November~~issued 6,a ~~2019,~~total ~~bears~~of ~~interest~~1,500,000 ~~at the~~shares ~~rate~~ of 8%the ~~per~~Company’s ~~annum.~~common ~~All~~stock ~~principal~~to ~~and~~a ~~accrued~~consultant ~~interest~~for onservices to ~~the~~be ~~Power~~rendered UPover ~~Note-2~~12 ismonths. ~~convertible~~The ~~into~~ shares ofwere ~~our~~valued ~~common~~at ~~stock 180~~$0.115 ~~days~~per ~~following~~share ~~October~~or 15$172,500. ~~2018~~The atCompany awill ~~conversion~~record ~~price~~the ~~equal~~expense toevenly over ~~a 39% discount to~~ the ~~lowest~~12 ~~trading~~month orservice ~~lowest~~period. ~~closing~~During ~~bid~~the ~~price for~~nine ~~our~~months ~~common~~ended ~~stock~~December ~~during~~31, 2018 the ~~15-trading~~Company ~~day~~recorded ~~period~~$13,232 ~~immediately~~as ~~prior~~professional fees ~~to conversion~~expense.

WeOn December ~~have~~11, ~~the~~2018, ~~right to prepay~~ the ~~Power~~Company UPissued ~~Note within 30 days of the closing date at~~ a ~~premium~~total of ~~112%~~6,000,000 ofshares ~~all amounts owed to Power UP and at a premium~~ of ~~117% if prepaid more than 31 but less than 60 days following~~ the ~~closing~~Company’s ~~date~~common ~~and~~stock atto athree ~~premium~~directors of ~~122% if prepaid more than 61 but less than 90 days following~~ the ~~closing~~ ~~date~~Company ~~and~~for atservices arendered. ~~premium~~The ofshares ~~127%~~were ifevenly ~~prepaid~~distributed ~~more than 91 but less than 120 days following the closing date~~ and atas a ~~premium~~result ofeach ~~132% if~~director ~~prepaid~~received ~~more~~2,000,000 ~~than~~shares. ~~121~~The shares ~~but~~were ~~less~~valued ~~than 150 days following the closing date and~~ at ~~a premium of 137% if prepaid more than 151 but less than 180 days following the closing date~~$0.0525 Weper ~~have~~share noor ~~right~~$315,000 towhich ~~prepay~~was ~~the~~recorded ~~Power~~as UPprofessional ~~Note~~fees ~~more than 180 days after the closing date~~expense.

~~F-11~~Stock issued upon conversion of debts.

~~Table~~On November 20, 2018, a Lender converted a total of ~~Contents~~$5,996 of principal, interest and fees associated with a Convertible Promissory note into 200,000 shares of the Company’s common stock at an effective conversion price of $0.03 per share.

~~VILACTO~~On November ~~BIO~~23, ~~INC~~2018, a Lender converted a total of $6,000 of principal, interest and fees associated with a Convertible Promissory note into 100,000 shares of the Company’s common stock at an effective conversion price of $0.06 per share.

~~NOTES~~On December TO4, ~~THE~~2018, ~~FINANCIAL~~a ~~STATEMENTS~~Lender converted a total of $6,370 of principal, interest and fees associated with a Convertible Promissory note into 140,000 shares of the Company’s common stock at an effective conversion price of $0.0455 per share.

~~SEPTEMBER~~On December 304, 2018, a Lender converted a total of $10,920 of principal, interest and fees associated with a Convertible Promissory note into 600,000 shares of the Company’s common stock at an effective conversion price of $0.0182 per share.

~~(UNAUDITED)~~On December 7, 2018, a Lender converted a total of $33,100 of principal, interest and fees associated with a Convertible Promissory note into 2,500,000 shares of the Company’s common stock at an effective conversion price of $0.0132 per share.

~~The~~On December ~~Power~~11, UP2018, ~~Note~~a ~~contains~~Lender ~~customary~~converted ~~default~~a ~~events~~total ~~which~~of $13,240 ifof ~~triggered~~ principal, interest and ~~not~~fees ~~timely~~associated ~~cured~~with a Convertible Promissory note into 400,000 ~~will~~shares ~~result~~of inthe ~~default~~Company’s ~~interest~~common ~~and~~stock ~~penalties~~at an effective conversion price of $0.0331 per share.

~~Termination~~On December 20, 2018, a Lender converted a total of ~~Stock~~$7,250 ~~purchase~~of ~~agreement~~principal, interest and fees associated with a Convertible Promissory –note ~~November~~into 8500,000 ~~2018~~shares of the Company’s common stock at an effective conversion price of $0.0145 per share.

As previously disclosed, 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.F-12

~~The~~Table ~~closing~~ of the Purchase Agreement was originally scheduled to occur on May 31, 2017; however, we have been unable to raise money needed to pay the purchase price under the Purchase Agreement; As a result of the difficulties in raising capital to finance the Purchase Agreement transaction, the parties have decided to terminate and release each other and otherwise settle, compromise, dispose of, and release with finality, all claims, demands and causes of action, arising out of the Purchase Agreement dated April 19, 2017.Contents

AsVILACTO ~~such,~~BIO on November 8, 2019, the parties entered into a Termination and Release Agreement (the “Termination Agreement”) to terminate the Purchase Agreement and release each other from the obligations under the Purchase AgreementINC.

~~Asset~~NOTES ~~Purchase~~TO ~~Agreement~~THE –FINANCIAL ~~November 8, 2018~~STATEMENTS

~~Also~~DECEMBER ~~on November 8~~31, 2018, we entered into an Asset Purchase Agreement with 9 Heroes APS, a Denmark corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications and intellectual property. We formed a new wholly owned subsidiary, Vilacto BioIP, LLC, to hold the assets acquired in the Asset Purchase Agreement.

~~The patent applications and intellectual property include the following:~~(UNAUDITED)

~~United~~10. RELATED ~~States~~PARTY ~~Patent Application # 8,637,075 entitled “Colostrum Composition”;~~TRANSACTIONS

~~European~~In connection ~~Patent~~with ~~Application~~an #assumption ~~EP2341916~~of ~~entitled~~the ~~“Colostrum~~debt ~~Composition”;~~agreement the Company executed a $32,608 promissory note with Mr. Anderson which bears interest at a rate of 10% per annum. During the nine months ending December 31, 2018 the Company recorded interest of $2,725.

~~Hong~~During the ~~Kong~~nine ~~Patent~~months ~~Application~~ending #December ~~HK1159997~~31, ~~entitled~~2018, ~~“Colostrum~~Gert ~~Composition”;~~Anderson, the President and CEO of the Company advanced $17,740 to the Company to pay expenses on behalf of the Company. As of December 31, 2018, $68,106 in advances remain outstanding. The advances bear no interest, are unsecured, and are due on demand.

~~Canada~~On July ~~Patent~~16, ~~Application~~2018 #the 2Company made a payment of $133,~~773~~284 to Pharma GP,~~277~~ ~~entitled~~an ~~“Colostrum~~entity controlled by our CEO to settle amounts owned under ~~Composition~~outstanding accounts payable.”

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 applications11. WeROYALTY ~~also secured domains names including Lactoactive and Vilact.~~ AGREEMENT

~~In consideration for the assets, we agreed to pay~~License 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.agreement

~~The~~On ~~Note~~April ~~matures~~4, ~~in five years from execution~~2017, iswe ~~convertible~~entered into ~~common~~a ~~shares~~license ~~equal~~agreement to (the ~~average~~“License ofAgreement”) ~~the~~with ~~closing~~Pharma ~~market~~GP ~~prices~~APS, a Company controlled ~~for~~by our ~~common~~CEO. ~~stock~~(“Pharma onGP”) ~~the~~and ~~OTCQB~~acquired ~~during~~an ~~five~~exclusive ~~(5)~~license ~~trading~~to ~~days~~sell ~~immediately~~certain ~~preceding~~cosmetic ~~the~~products ~~due~~or ~~date~~ingredients ~~for~~covered by ~~such~~United ~~payment,~~States ~~and~~Patent isNo. ~~secured by~~US ~~all~~8,637,075 ~~assets~~in the territory of ~~our~~the ~~company~~United States.

WeFor the ~~plan~~license, we agreed to ~~use~~pay ~~the~~to ~~assets~~GP ~~acquired~~a toroyalty ~~expand~~of eight percent (8%) on the ~~reach~~ selling price (irrespective of ~~our~~any ~~opportunities~~taxes, incustom ~~doing~~duties, costs ~~business~~of ~~internationally.~~insurance, Wetransportation ~~currently~~costs ~~only~~or ~~have~~other acosts) ~~license~~for ~~from~~all ~~Pharma~~licensed GPproduct towe ~~reach~~sell ~~customers~~ in the United States. By(if ~~acquiring~~in ~~these~~excess ~~patent~~of the ~~applications,~~agreed weminimum ~~are~~royalty) ~~better~~or ~~presented~~pay asthe aagreed ~~company~~minimum ~~with~~royalty ~~international~~of ~~IP solutions~~$10, ~~which~~000 weper ~~believe~~month. ~~will~~During ~~make~~the usnine ~~more~~months ~~attractive~~ending asDecember an31, 2018, ~~international~~the ~~biotech/pharma~~Company ~~company~~recorded ~~and~~royalty ~~developer~~expense of $70,000 related to this agreement.

~~F-12~~Under the License Agreement, we have the ability to sublicense to third parties under the royalty arrangement described above.

~~Table~~On November 8, 2018, the Royalty agreement was cancelled as a result of ~~Contents~~the assets purchase described in Note 6. (See note 6 for additional details.)

~~Item 2~~12. SUBSEQUENT ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~EVENTS

~~Forward-Looking~~The Company ~~Statements~~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 except as disclosed below.

~~Certain statements, other than purely historical information, including~~On ~~estimates,~~January ~~projections~~3, ~~statements relating to our business plans~~2019, ~~objectives,~~a ~~and~~Lender ~~expected~~converted ~~operating~~a ~~results,~~total ~~and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning~~ of ~~the Private Securities Litigation Reform Act of 1995~~$7,500 ~~Section 27A~~ of ~~the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes~~principal,” ~~“project,” “expects,”~~interest ~~“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,”~~ and ~~similar~~fees ~~expressions.~~associated We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a ~~material~~Convertible ~~adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to:~~Promissory ~~changes~~note ininto ~~economic conditions~~2, ~~legislative/regulatory changes~~500,000 ~~availability~~shares of ~~capital,~~the ~~interest~~Company’s ~~rates,~~common ~~competition,~~stock ~~and~~at ~~generally accepted~~an ~~accounting~~effective ~~principles.~~conversion ~~These~~price risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of ~~new information, future events or otherwise~~$0.003 ~~Further~~per ~~information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC~~share.

On January 28, 2018, the Company ~~Overview~~filed a certificate of amendment (the “Amendment”) with the Nevada Secretary of State to increase the Company’s authorized common stock, par value $0.001 per share, from 1,125,000,000 shares to 4,000,000,000 shares. The Amendment also created a class of 10,000,000 shares of blank check preferred stock, par value $0.001 per share.

WeOn January ~~are~~29, a2019, ~~biotech~~pursuant ~~company~~to ~~based~~Article inIII ~~Denmark~~of ~~that has~~our ~~acquired~~Articles aof ~~license~~Incorporation, our Board of Directors voted to designate a ~~patented~~class of ~~molecule~~preferred stock entitled Series A Preferred Stock, ~~known~~consisting asof up 3,000,000 shares, par value $0.001. Under the ~~Lactoactive~~Certificate of ~~molecule~~Designation, ~~which~~holders ~~has~~of inSeries ~~numerous~~A ~~studies~~Preferred ~~demonstrated~~Stock ~~above average~~will ~~effect~~participate inon ~~treating~~an ~~conditions~~equal ~~such~~basis asper-share ~~inflammatory~~with ~~diseases,~~holders ~~diabetics~~of our common stock in any distribution upon winding up, ~~psoriasis~~dissolution, ~~and~~or ~~skin~~liquidation. ~~issues~~Holders inof ~~different~~Series ~~levels. We~~A ~~aim~~Preferred Stock are entitled to ~~further~~vote ~~develop~~together with the holders of our ~~Lactoactive~~common ~~molecule~~stock ~~for~~on ~~the~~all ~~purpose~~matters ofsubmitted ~~increasing~~to ~~the~~shareholders ~~quality~~at a rate of ~~our~~1,000 ~~retail~~votes ~~and~~for ~~medical~~each ~~skin~~share ~~cream~~held. Holders ~~products~~of asSeries ~~well~~A asPreferred ~~developing~~Stock ~~products~~are entitled to convert each share held for ~~medical~~10 ~~applications~~shares of common stock.

WeOn ~~are~~January ~~currently marketing a line of our skin care products on our website at www.vilacto.com. These products include~~29, ~~lotions~~2019, ~~skin~~we ~~care~~issued ~~creams~~to ~~and~~Mr. ~~gels,~~Gert ~~lip balms, foot creams~~Andersen ~~and oils~~3,000,000 ~~and~~shares ~~similar~~of ~~items.~~our Wenewly ~~have~~created ~~entered~~Series ~~into~~A anPreferred ~~affiliate~~Stock ~~network~~in ~~program~~exchange ~~with~~for ~~Rakuten / LinkShare~~30,000,000 ~~whereby~~shares ~~other~~of ~~websites in~~common ~~the~~stock ~~industry~~held ~~will~~by ~~post~~Mr. ~~links to our website~~Andersen.

~~We signed a license agreement with have Carmen~~On ~~Electra~~January ~~endorse our skin care products. On August~~ 29, ~~2017~~2019, wea ~~signed~~Lender anconverted ~~agreement~~a ~~with~~total ~~Rakuten~~of ~~Super~~$10,675 ~~Logistics~~of ~~(known as RSL) to handle our inventory~~principal, ~~fulfillment~~interest and ~~shipment.~~fees Inassociated ~~June~~with ~~2017,~~a weConvertible ~~upgraded~~Promissory note ~~our~~into ~~production facility to included additional storage containers~~2,500,000 ~~improved~~shares ~~mixing~~of ~~machines~~the ~~and~~Company’s ~~upscale~~common ~~filtration~~stock ~~units.~~at Wean ~~have~~effective ~~also~~conversion ~~attended~~price ~~skin~~of ~~care~~$0.0043 ~~products~~per ~~to market our products to the industry~~share.

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.F-13

~~For~~Table ~~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.Contents

~~Under~~Item 2. ~~the~~Management’s ~~License~~Discussion ~~Agreement,~~and weAnalysis ~~have~~of ~~the~~Financial ~~ability to~~Condition ~~sublicense~~and toResults ~~third~~of ~~parties~~Operations ~~under the royalty arrangement described above.~~

~~As previously disclosed,~~Forward-Looking 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.Statements

~~The~~Certain statements, ~~closing~~other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the ~~Purchase~~Private Securities Litigation Reform Act of 1995, Section 27A of the Securities ~~Agreement~~Act ~~was~~of ~~originally~~1933 ~~scheduled~~and toSection 21E ~~occur~~of onthe ~~May~~Securities 31Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” ~~2017;~~“project,” ~~however~~“expects,” we“anticipates,” ~~have~~“estimates,” “intends,” ~~been~~“strategy,” ~~unable~~“plan,” to“may,” ~~raise~~“will,” ~~money~~“would,” “will ~~needed~~be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to ~~pay~~be covered by the ~~purchase~~safe-harbor provisions for forward-looking statements contained in the Private ~~price~~Securities ~~under~~Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the ~~Purchase~~forward-looking ~~Agreement;~~statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

4Company Overview

~~Table~~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 ~~Contents~~increasing the quality of our retail and medical skin cream products as well as developing products for medical applications.

AsWe are currently marketing a ~~result~~line of ~~the~~our ~~difficulties in~~skin ~~raising~~care ~~capital~~products toon ~~finance~~our ~~the~~website ~~Purchase~~at ~~Agreement~~www.vilacto.com. ~~transaction~~These products include, ~~the~~lotions, ~~parties~~skin care ~~have~~creams ~~decided~~and togels, ~~terminate~~lip ~~and~~balms, ~~release~~foot ~~each~~creams ~~other~~ and ~~otherwise settle~~oils, ~~compromise,~~and ~~dispose~~similar ~~of,~~items. ~~and~~We ~~release~~have ~~with~~entered ~~finality,~~into ~~all~~an ~~claims,~~affiliate ~~demands~~network ~~and~~program ~~causes~~with Rakuten of/ ~~action~~LinkShare, ~~arising~~whereby ~~out of~~other websites in the ~~Purchase~~industry ~~Agreement~~will ~~dated~~post ~~April~~links ~~19,~~to ~~2017~~our website.

AsWe signed ~~such,~~a onlicense ~~November 8,~~agreement ~~2018,~~with ~~the~~have ~~parties~~Carmen ~~entered~~Electra ~~into~~endorse aour ~~Termination~~skin ~~and~~care ~~Release~~products. ~~Agreement~~On August 29, 2017, we signed an agreement with Rakuten Super Logistics (~~the~~known ~~“Termination~~as ~~Agreement”~~RSL) to ~~terminate~~handle ~~the~~our inventory, fulfillment and shipment. In June 2017, we upgraded our production ~~Purchase~~facility ~~Agreement~~to included additional storage containers, improved mixing machines and ~~release~~upscale ~~each~~filtration ~~other~~units. ~~from~~We ~~the~~have ~~obligations~~also ~~under~~attended skin ~~the~~care ~~Purchase~~products ~~Agreement~~to market our products to the industry.

~~Also~~On April ~~on November 8~~4, ~~2018~~2017, we entered into ana ~~Asset~~license ~~Purchase~~agreement (the “License Agreement”) with 9Pharma ~~Heroes~~GP ~~APS,~~ApS. a(“Pharma ~~Denmark~~GP”) and ~~corporation~~acquired ~~that~~an isexclusive ~~controlled~~license ~~by our CEO, Gert Andersen,~~ to ~~purchase~~sell certain ~~patents~~cosmetic ~~applications~~products ~~and~~or ~~intellectual~~ingredients ~~property.~~covered Weby ~~formed~~United aStates ~~new~~Patent ~~wholly~~No. ~~owned~~US ~~subsidiary~~8, ~~Vilacto BioIP~~637, ~~LLC,~~075 toin ~~hold~~ the ~~assets~~territory ~~acquired~~of in the ~~Asset~~United ~~Purchase Agreement~~States.

~~The~~For the ~~patent~~license, ~~applications~~we agreed to pay to GP a royalty of eight percent (8%) on the selling price (irrespective of any taxes, custom duties, ~~and~~costs ~~intellectual~~of ~~property~~insurance, ~~include~~transportation costs or other costs) for all licensed product we sell in the ~~following:~~United States (if in excess of the agreed minimum royalty), or pay the agreed minimum royalty of USD$ 10,000 per month.

§Under the ~~United~~License ~~States~~Agreement, ~~Patent~~we ~~Application~~have #the ~~8,637,075~~ability ~~entitled~~to ~~“Colostrum~~sublicense ~~Composition”;~~to third parties under the royalty arrangement described above.

§As previously ~~European~~disclosed, ~~Patent~~on ~~Application~~April #19, ~~EP2341916~~2017, ~~entitled~~we entered into a Stock Purchase Agreement (the “~~Colostrum~~Purchase ~~Composition~~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.

§The closing ~~Hong~~of ~~Kong~~the ~~Patent~~Purchase ~~Application~~Agreement #was ~~HK1159997~~originally ~~entitled~~scheduled ~~“Colostrum~~to ~~Composition”~~occur on May 31, 2017; ~~and~~however, we have been unable to raise money needed to pay the purchase price under the Purchase Agreement;

~~§ Canada Patent Application # 2,773,277 entitled “Colostrum Composition.”~~4

~~These~~Table ~~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.Contents

~~In consideration for~~As ~~the~~a ~~assets,~~result weof ~~agreed~~the todifficulties ~~pay~~in 9raising ~~Heroes~~capital ~~APS~~to finance the ~~purchase~~Purchase ~~price~~Agreement ~~of $3~~transaction,~~360,000~~ ~~USD,~~the ~~payable~~parties inhave andecided 8%to ~~secured~~terminate and ~~promissory~~release ~~note~~each ~~(the~~other ~~“Note”) with~~and aotherwise ~~face~~settle, ~~amount~~compromise, ofdispose $2of,~~000,000~~ and ~~the~~release ~~balance~~with infinality, ~~our~~all ~~common stock~~claims, ~~consisting~~demands and causes of 8action,~~500,000~~ ~~shares~~arising out of ~~our common stock. We closed~~ the ~~transaction~~Purchase onAgreement ~~November~~dated 8April 19, ~~2018~~2017.

~~The Note matures in five~~As ~~years from execution~~such, ison ~~convertible~~November ~~into~~8, ~~common~~2018, ~~shares equal to~~ the ~~average~~parties ofentered ~~the~~into ~~closing~~a ~~market~~Termination ~~prices~~and ~~for~~Release ~~our~~Agreement ~~common stock on~~ (the ~~OTCQB~~“Termination ~~during five (5~~Agreement”) to ~~trading~~terminate ~~days immediately preceding~~ the ~~due~~Purchase ~~date~~Agreement ~~for~~and ~~such~~release ~~payment,~~each ~~and~~other isfrom ~~secured~~the byobligations ~~all~~under ~~assets~~the ~~of our~~Purchase ~~company~~Agreement.

~~We plan to use the assets~~Also ~~acquired~~on toNovember ~~expand~~8, ~~the~~2018, ~~reach~~we ofentered ~~our~~into ~~opportunities~~an inAsset ~~doing~~Purchase ~~business~~Agreement ~~internationally.~~with We9 ~~currently~~Heroes ~~only~~APS, ~~have~~ a ~~license~~Denmark ~~from~~corporation ~~Pharma GP~~that tois ~~reach~~controlled ~~customers~~by our inCEO, ~~the~~Gert ~~United~~Andersen, ~~States.~~to Bypurchase ~~acquiring~~certain ~~these~~patents ~~patent~~ applications weand ~~are~~intellectual ~~better~~property. ~~presented~~We asformed a ~~company~~new ~~with~~wholly ~~international~~owned subsidiary, IPVilacto ~~solutions~~BioIP, ~~which~~LLC, weto ~~believe~~hold ~~will~~the ~~make~~assets usacquired ~~more~~in ~~attractive~~the asAsset anPurchase ~~international biotech/pharma company and developer~~Agreement.

~~We intend to focus on our new pharmaceutical~~The ~~product,~~patent ~~LACTOACTIVE~~applications ~~iTHER®,~~and asintellectual ~~another~~property ~~potential~~include ~~revenue stream for~~ the ~~company along with its Vilact® brand of skin creams. LACTOACTIVE iTHER® is a new LACTOACTIVE variant that combines potent immune-system enhancement with a proven nanoparticle drug delivery system.~~following:

~~Our~~• ~~own~~United ~~research~~States ~~suggests~~Patent ~~that~~Application ~~LACTOACTIVE iTHER®~~# ~~could contribute significantly to emerging therapies for treating a number of diseases~~8, ~~including cancer~~637,075 ~~immunodeficiency disorders,~~entitled ~~osteoarthritis,~~“Colostrum ~~psoriasis, thrombocytopenia and vitiligo. The product is currently in the development stage and has not been approved for use by the FDA or any foreign agency.~~Composition”;

~~Results~~• ofEuropean ~~Operation~~Patent ~~for~~Application ~~Three~~# ~~Months~~EP2341916 ~~Ended~~entitled ~~September 30,~~“Colostrum ~~2018 and 2017~~Composition”;

~~Revenues~~• Hong Kong Patent Application # HK1159997 entitled “Colostrum Composition”; and

We• ~~generated~~Canada ~~$950~~Patent inApplication ~~revenue~~# ~~for the three months ended September 30~~2, ~~2018~~773,277 asentitled ~~compared~~“Colostrum ~~with $0 for the three months ended September 30, 2017~~Composition. We generated $1,380 in revenue for the six months ended September 30, 2018, as compared with $0 for the six months ended September 30, 2017. We can provide no assurance that we will generate sufficient revenues from our skin care business to sustain a viable business operation. We recently entered into an Asset Purchase Agreement that we believe will increase our revenues as we are now able to reach internationally with products supported by our newly acquired patent applications. These new products are expected to include an anti-aging cosmetic line, creams for psoriasis and diabetes creams. We are also working in patch and glue for patch/band aids.”

5These 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.

~~Table~~In consideration for the assets, we agreed to pay 9 Heroes APS the purchase price of ~~Contents~~$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.

~~Operating~~The Note ~~Expenses~~matures in five years from execution. Interest is due and payable on a semi annual basis with the first payment due on January 1, 2019 and future payments due evary six-months afterwards until maturity. At the sole option of the note holder interest may be converted into the Company’s common stock. The conversion price shall be equal to the average of the closing market prices for the Company’s common stock on the OTCQB during the five (5) trading days immediately preceding the due date for such payment. The note is secured by the current and future assets of the Company.

~~Operating~~We plan ~~expenses~~to ~~increased~~use tothe ~~$111,306~~assets ~~for~~acquired to expand the ~~three~~reach ~~months ended~~of ~~September~~our ~~30,~~opportunities ~~2018~~in doing business internationally. We currently only have a license from ~~$57,235~~Pharma ~~for~~GP ~~the~~to ~~three~~reach ~~months~~customers ~~ended~~in ~~September~~the ~~30,~~United ~~2017~~States. ~~Operating~~By ~~expenses~~acquiring ~~increased~~these topatent ~~$228,986~~applications ~~for~~we are better presented ~~the~~as ~~six~~a ~~months~~company ~~ended~~with ~~September~~international 30IP solutions, ~~2018~~which ~~from~~we ~~$129,035~~believe ~~for~~will ~~the~~make ~~six~~us ~~months~~more ~~ended~~attractive ~~September~~as ~~30,~~an ~~2017~~international biotech/pharma company and developer.

~~Our~~We intend ~~operating~~to ~~expenses~~focus ~~for~~on ~~the~~our ~~six~~new ~~months~~pharmaceutical ~~ended September 30~~product, ~~2018~~LACTOACTIVE ~~mainly~~iTHER®, ~~consisted~~as ofanother ~~general~~potential ~~and~~revenue ~~administrative~~stream ~~expenses~~for ofthe ~~$117,173,~~company along ~~royalty~~with ~~expense~~its ofVilact® ~~$60,000~~brand ~~and professional fees~~ of ~~$51,139~~skin creams. ~~Our~~LACTOACTIVE ~~operating~~iTHER® ~~expenses~~is ~~for~~a ~~the~~new ~~six~~LACTOACTIVE ~~months~~variant ~~ended~~that ~~September~~combines ~~30,~~potent ~~2017 consisted of royalty expense of $60,000, professional~~immune-system ~~fees~~enhancement ofwith ~~$34,782~~a ~~and~~proven ~~general~~nanoparticle ~~and~~drug ~~administrative~~delivery ~~expenses of $34,253~~system.

~~Other~~Our own ~~Expenses~~research suggests that LACTOACTIVE iTHER® could contribute significantly to emerging therapies for treating a number of diseases, including cancer, immunodeficiency disorders, osteoarthritis, psoriasis, thrombocytopenia and vitiligo. The product is currently in the development stage and has not been approved for use by the FDA or any foreign agency.

~~We had other expenses of $2,213,670 for the three months~~Results ~~ended September 30, 2018, compared with other expenses~~ of ~~$1,626~~Operation for ~~the~~Three ~~three~~and ~~months~~Nine ~~ended~~Months ~~September~~Ended ~~30,~~December ~~2017. We had other expenses of $2~~31,~~043,677~~ ~~for the six months ended September 30,~~ 2018, ~~compared~~and ~~with other expenses of $2,856 for the six months ended September 30,~~ 2017.

Our other expenses for the six months ended September 30, 2018 is mainly the result of a $1,643,915 loss on derivative liabilities and $362,262 in interest expense. Our other expenses for the same period ended 2017 is a result of interest expense.Revenues

We generated ~~expect~~$1,260 in revenue for the three months ended December 31, 2018, as compared with $322 for the three months ended December 31, 2017. We generated $2,640 in revenue for the nine months ended December 31, 2018, as compared with $322 for the nine months ended December 31, 2017. We can provide no assurance that ~~interest~~we ~~expenses~~will generate sufficient revenues from our skin care business to sustain a viable business operation. We recently entered into an Asset Purchase Agreement that we believe will increase inour ~~future~~revenues ~~quarters~~ as we ~~take~~are onnow ~~more~~able ~~debt~~to reach internationally with products supported by our newly acquired patent applications. These new products are expected to ~~fund~~include ~~out~~an ~~operations~~anti-aging cosmetic line, creams for psoriasis and diabetes creams. We are also working in patch and glue for patch/band aids.

~~Net Loss~~5

WeTable ~~recorded a net loss for the three months ended September 30, 2018~~ of $2,324,681 compared to a net loss of $58,861 for the three months ended September 30, 2017. We recorded a net loss for the six months ended September 30, 2018 of $2,272,168 compared to a net loss of $131,891 for the six months ended September 30, 2017.Contents

~~Liquidity and Capital Resources~~ Operating Expenses

AsOperating expenses ofincreased ~~September~~to 30$469,413 ~~2018,~~for wethe ~~had~~three ~~current~~months ~~assets~~ended ofDecember ~~$270~~31,~~118 consisting~~ of2018 ~~cash,~~from ~~accounts receivable~~$99,040 ~~inventory~~for ~~and~~the ~~prepaid~~three ~~expenses.~~months ~~Our~~ended ~~total~~December ~~current~~31, 2017. ~~liabilities~~Operating asexpenses ofincreased ~~September~~to ~~30, 2018 were~~ $3698,~~491,606.~~399 Wefor ~~therefore~~the ~~had~~nine amonths ~~working~~ended ~~capital~~December ~~deficit~~31, of2018 from $3228,~~221,488~~075 offor ~~September~~the 30nine months ended December 31, ~~2018~~2017.

~~Operating~~Our operating ~~activities~~expenses ~~used $296,244 in cash~~ for the ~~six~~nine months ended ~~September~~December 3031, 2018, asmainly ~~compared~~consisted ~~with~~of ~~cash~~professional ~~used~~fees of $~~100~~407,~~151~~476, ~~for~~general ~~the same period ended 2017. Our negative operating cash flow~~and ~~for~~administrative ~~the~~expenses ~~six~~of ~~month ended September 30~~$216,857, ~~2018~~royalty ~~was~~expense ~~mainly the result~~ of ~~our net loss for the period~~$70,000 ~~offset~~and bydepreciation ~~the~~and ~~loss~~amortization onexpense ~~derivative liability.~~of ~~In contract~~$4,066. ~~our~~Our ~~negative~~ operating expenses ~~cash flow~~ for the ~~six~~nine ~~month~~months ended ~~September~~December 3031, 2017 ~~was~~consisted ~~mainly~~of ~~the~~royalty ~~result~~expense of ~~an increase~~$90,000, inprofessional ~~inventory~~fees ~~and~~of ~~net loss for the period~~$57,029 ~~offset~~and general byand aadministrative ~~decrease~~expenses inof ~~accounts payable~~$81,037.

~~Investing activities used $13,184 in cash for the six months~~Other ~~ended September 30, 2018, as a result of the purchase of fixed and intangible assets. We had no cash used in investing activities for the same period ended 2017.~~Expenses

~~Financing~~We had ~~activities~~other ~~provided~~expenses of $~~303~~2,~~841~~603,125 for the ~~six~~three months ended ~~September~~December 3031, 2018, as compared with ~~cash~~other ~~provided~~expenses of $802,~~359~~625 for the three ~~same~~months ~~period~~ ended December 31, 2017. ~~Our~~We ~~positive~~had ~~financing~~other ~~cash flow~~expenses of $4,646,802 for the ~~three~~nine months ended ~~September~~December 3031, 2018, ~~was~~compared with ~~mainly~~other ~~the~~expenses ~~result~~ of ~~proceeds~~$5,481 ~~from convertible notes and related party advances. Our positive financing cash flow~~ for the ~~six~~nine months ended ~~September~~December 3031, 2017 ~~was mainly the result of advances from related parties and proceeds from promissory notes~~.

~~The~~Our other ~~terms~~expenses offor the ~~convertible~~nine ~~promissory~~months ~~notes~~ended ~~are~~December ~~contained~~31, 2018 is mainly the result of a $3,242,070 loss on the acquisition of related party assets, a $633,658 loss on derivative liabilities and $727,456 in ~~our~~interest ~~footnotes~~expense. toOur ~~financial~~other ~~statements~~expenses for the same period ended 2017 is a result of interest expense.

~~Despite the short term loans, we have insufficient cash to~~We ~~operate~~expect ~~our~~that ~~business~~interest atexpenses ~~the~~will ~~current~~increase ~~level~~in ~~for~~future ~~the~~quarters ~~next~~as ~~twelve~~we ~~months~~take ~~and~~on ~~insufficient~~more ~~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~~out ~~capital expenditures, working capital, or other cash requirements~~operations. 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.

6Net Loss

~~Table~~We recorded a net loss for the three months ended December 31, 2018 of ~~Contents~~$3,071,937 compared to a net loss of $101,446 for the three months ended December 31, 2017. We recorded a net loss for the nine months ended December 31, 2018 of $5,344,105 compared to a net loss of $233,556 for the nine months ended December 31, 2017.

~~Off~~Liquidity and ~~Balance~~Capital ~~Sheet~~Resources ~~Arrangements~~

As of ~~September~~December 3031, 2018, ~~there~~we had current assets of $260,161 consisting of cash, accounts receivable, inventory and prepaid expenses. Our total current liabilities as of December 31, 2018 were no$4,614,555. ~~off~~We ~~balance~~therefore ~~sheet~~had a working capital deficit of $4,354,394 ~~arrangements~~of December 31, 2018.

~~Going~~Operating activities ~~Concern~~used $482,875 in cash for the nine months ended December 31, 2018, as compared with cash used of $220,670 for the same period ended 2017. Our negative operating cash flow for the nine month ended December 31, 2018 was mainly the result of our net loss for the period, offset mainly by the loss on our acquisition of related party assets. In contrast, 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.

~~The~~Investing activities ~~accompanying~~used ~~financial~~$25,792 ~~statements~~in ~~have~~cash ~~been~~for ~~prepared~~the ~~in conformity~~nine ~~with~~months ~~generally~~ended ~~accepted~~December ~~accounting~~31, ~~principle~~2018, ~~which contemplate our continuation~~ as a ~~going~~result ~~concern.~~of ~~However,~~the wepurchase ~~have limited revenues as~~ of ~~September~~fixed ~~30,~~and ~~2018~~intangible assets. We ~~currently~~had ~~have~~minimal ~~negative~~cash ~~working~~used ~~capital,~~in ~~and~~investing ~~have~~activities ~~not~~for ~~completed~~the ~~our~~same ~~efforts~~period toended ~~establish a~~2017 ~~stabilized~~for ~~source~~the ofpurchase ~~revenues sufficient to cover operating costs over an extended period~~ of ~~time~~intangible assets.

~~Management~~Financing activities ~~anticipates~~provided ~~that~~$487,790 wefor ~~will~~the benine ~~dependent,~~months ~~for~~ended ~~the~~December ~~near~~31, ~~future~~2018, on ~~additional~~as ~~investment~~compared ~~capital~~with tocash ~~fund~~provided ~~operating~~of ~~expenses~~$206,889 for the same period ended 2017. WeOur ~~intend~~positive tofinancing ~~position~~cash flow for the ~~company~~nine somonths ~~that~~ended weDecember ~~may~~31, be2018 ~~able~~was tomainly ~~raise additional~~the ~~funds~~result ~~through~~of ~~the~~proceeds from ~~capital~~convertible ~~markets.~~notes Inand ~~light~~related ofparty ~~management’s~~advances ~~efforts,~~offset ~~there~~by ~~are~~payments nomade ~~assurances~~on ~~that~~convertible wenotes. ~~will~~Our bepositive ~~successful~~financing cash flow infor ~~this~~the ornine ~~any~~months ofended ~~our~~December ~~endeavors~~31, or2017 ~~become~~was ~~financially~~mainly ~~viable~~the ~~and~~result ~~continue~~of asproceeds afrom ~~going~~promissory ~~concern~~notes and related party advances.

~~Critical~~The terms ~~Accounting~~of ~~Policies~~the convertible promissory notes are contained in our footnotes to financial statements.

InDespite the ~~December~~short ~~2001~~term loans, ~~the~~we ~~SEC~~have ~~requested~~insufficient ~~that~~cash ~~all~~to ~~registrants~~operate ~~list~~our ~~their most~~business ~~“critical~~at ~~accounting~~the ~~polices”~~current inlevel for the ~~Management~~next ~~Discussion~~twelve months and ~~Analysis~~insufficient cash to achieve our business goals. The ~~SEC~~success ~~indicated~~of ~~that~~our abusiness ~~“critical accounting~~plan ~~policy”~~beyond isthe ~~one~~next ~~which~~12 months is ~~both~~contingent ~~important~~upon tous ~~the~~obtaining additional ~~portrayal~~financing. ofWe aintend ~~company’s~~to ~~financial~~fund ~~condition~~operations through debt and/or ~~results~~equity financing arrangements, which may be insufficient ~~and~~to ~~requires~~fund ~~management’s~~our ~~most~~capital ~~difficult~~expenditures, ~~subjective~~working capital, or ~~complex~~other ~~judgments,~~cash ~~often~~requirements. asWe ado ~~result~~not ofhave ~~the~~any ~~need~~formal tocommitments ~~make~~or ~~estimates~~arrangements ~~about~~for the ~~effect~~sales of ~~matters~~stock or the advancement or loan of funds at this time. There can be no assurance that ~~are~~such ~~inherently~~additional ~~uncertain~~financing will be available to us on acceptable terms, or at all.

~~Our critical accounting policies are set forth in Note 3 to the financial statements.~~6

~~Recently~~Table ~~Issued~~of ~~Accounting Pronouncements~~Contents

~~We do not expect the adoption of recently issued accounting pronouncements~~Off toBalance ~~have~~Sheet aArrangements ~~significant impact on our results of operations, financial position or cash flow.~~

~~Item~~As of 3.December ~~Quantitative~~31, ~~and~~2018, ~~Qualitative~~there ~~Disclosures~~were ~~About~~no ~~Market~~off ~~Risk~~balance sheet arrangements.

~~A smaller reporting company is not required to provide the~~Going ~~information required by this Item.~~Concern

~~Item~~The accompanying 4financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate our continuation as a going concern. ~~Controls~~However, we have limited revenues as of December 31, 2018. We currently have negative working capital, and ~~Procedures~~have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

~~Disclosure~~Management anticipates ~~Controls~~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 ~~Procedures~~continue as a going concern.

~~We carried out an evaluation of the effectiveness of the~~Critical ~~design~~Accounting and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.Policies

AIn December ~~material weakness is a deficiency~~2001, orthe aSEC ~~combination~~requested ~~of deficiencies, in internal control over financial reporting, such~~ that ~~there~~all isregistrants alist ~~reasonable~~their ~~possibility~~most ~~that~~“critical aaccounting ~~material~~polices” ~~misstatement of~~in the ~~company’s~~Management Discussion ~~annual~~and orAnalysis. ~~interim~~The ~~financial~~SEC ~~statements~~indicated ~~will~~that ~~not be prevented or detected on~~ a ~~timely~~“critical ~~basis.~~accounting ~~Management~~policy” ~~has identified~~is ~~the~~one ~~following material weaknesses~~ which ~~have~~is ~~caused~~both ~~management~~important to ~~conclude~~the portrayal ~~that, as~~ of ~~September~~a ~~30,~~company’s ~~2018,~~financial ~~our~~condition ~~disclosure controls~~ and ~~procedures~~results, ~~were not effective: (i) inadequate segregation of duties~~ and ~~effective~~requires ~~risk~~management’s ~~assessment;~~most ~~and~~difficult, ~~(ii)~~subjective ~~insufficient~~or ~~written~~complex ~~policies~~judgments, ~~and~~often ~~procedures~~as ~~for~~a ~~accounting~~result ~~and~~of ~~financial~~the ~~reporting~~need ~~with respect~~ to ~~the~~make ~~requirements~~estimates ~~and~~about ~~application~~the effect of ~~both US~~matters ~~GAAP~~that ~~and~~are ~~SEC~~inherently ~~guidelines~~uncertain.

~~Remediation~~Our critical ~~Plan~~accounting topolicies ~~Address~~are ~~the~~set ~~Material~~forth ~~Weaknesses~~ in ~~Internal~~ ~~Control~~Note ~~over~~3 ~~Financial~~to ~~Reporting~~the financial statements.

~~Our Company plans to take steps to enhance and improve the~~Recently ~~design~~Issued ofAccounting our internal controls over financial reporting. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.Pronouncements

~~Changes~~We do innot ~~Internal~~expect ~~Control~~the ~~over~~adoption ~~Financial~~of ~~Reporting~~recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

~~There were no changes in our internal control over financial~~Item ~~reporting~~3. Quantitative ~~during~~and ~~the~~Qualitative ~~three~~Disclosures ~~months~~About ~~ended~~Market ~~September 30, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.~~Risk

7A smaller reporting company is not required to provide the information required by this Item.

~~Table~~Item 4. Controls ofand ~~Contents~~Procedures

~~PART~~Disclosure Controls IIand ~~– OTHER INFORMATION~~Procedures

~~Item~~We carried 1out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2018. This ~~Legal~~evaluation ~~Proceedings~~was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

WeA material ~~are~~weakness ~~not~~is a ~~party~~deficiency, toor ~~any~~a ~~pending~~combination ~~legal~~of ~~proceeding.~~deficiencies, Wein ~~are~~internal control over financial reporting, such that there ~~not~~is ~~aware~~a reasonable possibility that a material misstatement of ~~any~~the ~~pending~~company’s ~~legal~~annual ~~proceeding~~or tointerim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which ~~any~~have caused management to conclude that, as of ~~our~~December ~~officers~~31, ~~directors~~2018, orour ~~any~~disclosure ~~beneficial~~controls ~~holders~~and ofprocedures 5%were ornot ~~more~~effective: of(i) ~~our~~inadequate segregation ~~voting~~of ~~securities~~duties ~~are~~and ~~adverse~~effective torisk usassessment; orand ~~have~~(ii) ainsufficient ~~material~~written ~~interest~~policies ~~adverse~~and procedures for accounting and financial reporting with respect to usthe requirements and application of both US GAAP and SEC guidelines.

~~Item~~Remediation Plan ~~1A.~~to ~~Risk~~Address ~~Factors~~the Material Weaknesses in Internal Control over Financial Reporting

~~See~~Our Company ~~risk~~plans ~~factors~~to ~~included~~take insteps to enhance and improve the design of our ~~Annual~~internal controls over financial reporting. To remediate ~~Report~~such onweaknesses, ~~Form~~we ~~10-K~~plan to implement the following changes during our fiscal year ending March 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for ~~2018~~accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

~~Item~~Changes in 2.Internal ~~Unregistered~~Control ~~Sales~~over ofFinancial ~~Equity Securities and Use of Proceeds~~Reporting

WeThere were ~~issued~~no ~~8.500,000~~changes ~~shares~~in of our ~~common~~internal ~~stock~~control toover 9financial ~~Heroes APS~~reporting induring ~~connection~~the ~~with~~three ~~the~~months ~~Asset~~ended ~~Purchase~~December ~~Agreement~~31, we2018 ~~entered~~that ~~into~~have onmaterially affected, ~~November~~or 8are reasonable likely to materially affect, ~~2018~~our internal control over financial reporting.

~~Item 3. Defaults upon Senior Securities~~7

~~None~~Table of Contents

~~Item~~PART II 4.– ~~Mine~~OTHER ~~Safety Disclosures~~INFORMATION

~~N/A~~Item 1. Legal Proceedings

~~Item~~We are 5not a party to any pending legal proceeding. ~~Other~~We ~~Information~~are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

~~None~~Item 1A. Risk Factors

~~Item~~See risk 6.factors ~~Exhibits~~included in our Annual Report on Form 10-K for 2018.

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We issued 8,500,000 shares of our common stock to 9 Heroes APS in connection with the Asset Purchase Agreement we entered into on November 8, 2018.

~~Table~~On December 11, 2018, the Company issued a total of ~~Contents~~6,000,000 shares of the Company’s common stock to three directors of the Company for services rendered.

~~SIGNATURES~~From November 20, 2018 to December 20, 2018, we issued an aggregate of 4,440,000 shares in connection with the conversion of convertible notes.

~~Pursuant~~On January to3, ~~the~~2019, ~~requirements~~a oflender ~~the~~converted ~~Securities~~a ~~Exchange~~total ~~Act~~ of ~~1934~~$7,500 ~~the~~of ~~registrant~~principal, ~~has~~interest ~~duly~~and ~~caused~~fees ~~this~~associated ~~report~~with toa beConvertible ~~signed~~Promissory note oninto ~~its~~2,500,000 ~~behalf~~shares byof the ~~undersigned~~Company’s ~~thereunto~~common ~~duly~~stock ~~authorized~~at an effective conversion price of $0.003 per share.

	Vilacto Bio, Inc.
Date:	November 19, 2018
By:	/s/ Gert Andersen
	Gert Andersen
Title:	President, Chief Executive Officer, and Director

On January 29, 2019, we issued to Mr. Gert Andersen 3,000,000 shares of our newly created Series A Preferred Stock in exchange for 30,000,000 shares of common stock held by Mr. Andersen.

9On January 29, 2019, a lender converted a total of $10,675 of principal, interest and fees associated with a Convertible Promissory note into 2,500,000 shares of the Company’s common stock at an effective conversion price of $0.0043 per share.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

On January 29, 2019, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Preferred Stock, consisting of up 3,000,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 1,000 votes for each share held. Holders of Series A Preferred Stock are entitled to convert each share held for 10 shares of common stock.

On January 29, 2019, we issued to Mr. Gert Andersen 3,000,000 shares of our newly created Series A Preferred Stock in exchange for 30,000,000 shares of common stock held by Mr. Andersen.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

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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 thereunto duly authorized.


	Vilacto Bio, Inc.
Date:	February 19, 2019
By:	/s/ Gert Andersen
	Gert Andersen
Title:	President, Chief Executive Officer, and Director

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