We have not authorized the placement agent or any person to give you any supplemental informationunderwriters, brokers or dealers to make an offer of the securities in any representations for us. You should not rely upon any information about our company thatjurisdiction where the offer is not contained in this prospectus. Information contained in this prospectus may become stale. permitted.

You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of deliverydate on the front of this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus any prospectus supplement or of any sale ofcarefully, including the shares. Our business,risk factors and the financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock onlystatements. References in jurisdictions where offers and sales are permitted.

Organization

Verde Bio Holdings, Inc. (formerly Appiphany Technologies Holdings Corp., a Nevada corporation.

The Company is a diversified technologygrowing U.S. energy company based in Frisco, Texas, engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of non-operating, working interests and royalty interests with the goal of developing into a major company in June 2009.  the industry. Through this strategy of acquisition of royalty and non-operating properties, the Company has the unique ability to rely on the technical and scientific expertise of the world-class E&P companies operating in the area.

Corporation Information

Our business model has refocusedprincipal executive offices are located at 5 Cowboys Way, Suite 300, Frisco, Texas 75034, and our telephone number is (972) 217-4080. Our website address is www.verdebh.com, although the information on our website is not deemed to a global brand-protection company. be part of this prospectus.

THE OFFERING

This business model will encompass all areas of protecting intellectual property of global brand owners through risk management, technology innovation and strategic supply chain strategies.  With our combined expertise we will manage and deliver cost-effective, collaborative and creative strategies to protect the assets of global brands. We will also ensure client ROI through protection of markets, prevention of brand erosion and lost sales resulting in enhanced returnsprospectus relates to the bottom line. Specifically, our core focus is online brand protection and Internet monitoring. Our web-based platform allows us and our clients to search, identify and take action against illicit, counterfeit, and diverted online sales of mislabeled products. This ability to monitor dozens of auction sites worldwide and do product queries in real-time is a very significant competitive advantage inresale by the online brand protection market.  Our other offerings include risk management services, custom app software development (serialization/T&T) and print technology services (forensics, labels and hangtags).

Resale Shares

The Selling Shareholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at $0.08 per share. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the Selling Shareholders may sell or otherwise dispose of their shares of common stock pursuant to the Purchase Agreement entered into by Dorado and us, dated November 4, 2016.

RISK FACTORS

An investment in our audited consolidated financial statements for the 12 months ended April 30, 2016. Our total stockholder's deficit as of April 30, 2016 was ($475,875).  As of April 30, 2016, we had cash on hand of $323.

Oil and natural gas are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertaintiescommodities whose prices are determined based on world demand, supply, and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

Environmental Regulations.

The exploration, development, and production of operations, financial conditionoil and cash flows.

Government Regulation.

The oil and gas business is subject to extensive governmental regulation under which, among other things, rates of production from our wells may be fixed. Governmental regulation also may limit or perceived, could adverselyotherwise affect the market's perceptionmarket for wells’ production and the price which may be paid for that production. Governmental regulations relating to environmental matters could also affect our operations. The nature and extent of various regulations, the nature of other political developments and their overall effect upon us are not predictable.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Because we will likely issue additional shares of our product, resultingcommon stock, investment in a decline in demand for our product and could divert the attention of our management, having a materially adverse effect our business, financial condition, results of operations and prospects.

We anticipate that all or retain key personnel, and our future success will depend, in part, on our ability to attract and retain qualified management and technical personnel.  Equally, our success depends on the ability of our management and employees to interpret market data correctly and to interpret and respond to economic market and other conditions in order to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments.  Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated, however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

Our board of directors is authorized to issue additional shares of our common stock that would dilute existing stockholders.

We are currently authorized to issue up to 5,000,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which 500,000 shares are designated as Series A and 1,000,000 shares are designated as Series B.   We have issued 49,260,578 shares of common stock and 500,000 shares of Series A preferred stock and 442,700 shares of Series B preferred stock as of October 31, 2020. The Series A Preferred Shares are convertible into shares of common stock on a 10,000 to 1 ratio and the Series B Preferred Shares are converted at a rate equal to the stated value of $1.10 per share divided by the quoted price of the Common Stock on the date of conversion, subject to adjustments as a result of the reverse split.  Conversion of Preferred Stock into Common Stock, convertible notes and other instruments or securities convertible into or exchangeable or exercisable for Common Stock could cause our stockholders, including investors who purchase shares of common stock in this offering, to experience additional dilution, and any such issuances may result in downward pressure on the price of our common stock.  We expect to seek additional financing in order to provide working capital to our business. Our board of directors has the power to issue any or all of such authorized but unissued shares at any price it considers sufficient, without stockholder approval.  The issuance of additional shares such issuanceof common stock in the future will cause a reduction inreduce the proportionate ownership and voting power of allthen current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is quoted on the Over the Counter Pink Sheets (an interdealer quotation system that is used by subscribing FINRA members) operated by the OTC Markets. Markets Group, Inc. Trading in stock quoted on OTC Marketsthese markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to our operating performance. Moreover, OTC Marketsneither of these markets is not a stock“stock exchange,” and trading of securities on the OTC Marketsthese markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stocknational securities exchange like The NASDAQ Stock Market or the American Stock Exchange.NYSE American. Accordingly, our shareholdersstockholders may have difficulty reselling any of our shares owned by them.

The regulation of penny stocks by the SEC may discourage the tradability of our securities.  

We are a "penny stock" company. Our common stock trades on the OTC Market Pink Sheets and we are subject to a SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income,

exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of investors to sell their shares.

The Securities and Exchange Commission has adopted Rule 15g-9 whichregulations that generally defines "penny stock"define a “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors"“accredited investors”. The term "accredited investor"“accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC whichSecurities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer'scustomer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer'scustomer’s confirmation. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser'spurchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the "penny stock"“penny stock” rules promulgated by the Securities and Exchange Commission (seedescribed above, for a discussion of penny stock rules), FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low pricedlow-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'scustomer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low pricedlow-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

The outbreak (and any future outbreaks) of the coronavirus disease may lead to exercise a put underfurther volatility in or disruption in the Purchase Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised throughcapital markets and may result in further government actions or policy decisions that may adversely affect the offering.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus includes forward-looking statements. These forward-looking statements are often identified by words such as “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These statements involve estimates, assumptions and resourcesuncertainties that could cause actual results to differ materially from those expressed for the reasons described in this prospectus. You should be aware that our business. Moreover,actual results could differ materially from those contained in the forward-looking statements due to a number of factors. You should not place undue reliance on these forward-looking statements.

You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

The forward-looking statements speak only as noted below, our sharesof the date on which they are currently traded on the OTC Link (OTC Pink tier)made, and, further, are subjectexcept to the penny stock regulations. Price fluctuationsextent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

We will not receive any proceeds fromupon the sale of shares by the Selling Shareholders in this offering. See “Plan of Distribution” elsewhere in this prospectus for more information.

DETERMINATION OF OFFERING PRICE

Our common stock is presently traded on the OTC Market Pink Sheets under the symbol “VBHI”.  The offering price of the common shares ofbeing sold by the selling shareholders is $0.08 per common share.

DIVIDEND POLICY

We have never declared or paid dividends on our common stock. We do not intend to pay cash dividends on our common stock by the selling stockholders. However, we will receive proceeds from our initial sale of shares to Dorado, pursuant to the Purchase Agreement. We will pay for expenses of this offering, except that Dorado has agreed to pay legal fees associated with the preparation of this registration statement and will pay any broker discounts, commissions, or equivalent expenses applicable to the sale of their shares.

Our common stock isshares are currently quoted on the OTC Markets.  Our common stock has been quotedtraded on the OTC Markets since October 20, 2011Pink Sheets under the symbol "APHD"“VBHI (APHD)”.  Because we are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

As of December 7, 2016, an aggregate of 51,988,237October 14, 2020, 49,260,578 shares of our common stock were issued and outstanding and were owned by approximately 4552 holders of record, based on information provided by our transfer agent.

Transfer Agent

The transfer agent and registrar for our common stock since inceptionis Action Stock Transfer Corporation.

DILUTION

To the extent that we sell and presently anticipate that all earnings, if any, will be retained for developmentissue additional shares of our business and that no dividends on our common stock will be declared in the foreseeable future.  Any future, dividends willthere may be subjectfurther dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the discretionsale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our Board of Directors and will depend upon, among other things, future earnings, operating and financial conditions, capital requirements, general business conditions and other pertinent facts.  Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

For the years ended April 30, 2020 and 2019

As of April 30, 2016,2020, the Company's total asset balance was $1,327,$1,631, compared to $ 126$23,752 for the year ended April 30, 2015.2019.  The increasedecrease in total assets is largelywas due to an overall increasea decrease in accounts receivablecash of $22,121 as the Company had limited cash flows for amounts receivable from clients for operating activities.

As of April 30, 2016,2020, the Company had total liabilities of $477,202$3,136,509 compared with total liabilities of $586,807$2,030,459 as at April 30, 2015.2019. The decreaseincrease in total liabilities was attributeddue to a decreasean increase in convertible debt in the amount of $217,789$131,935, an increase in derivative liability which wasof $524,979, an increase in amounts due to related parties of $19,056, and convertible preferred Series B Stock liability of $583,000, offset by an increasea decrease in notes payable of $71,344$990 and a decrease in accounts payable and accrued liabilities $34,202 in amounts due to related parties, and $4,616 in notes payable.

As of April 30, 2016,2020, the Company had a working capital deficit of $475,875$3,134,878 compared with $ 586,681$2,006,707 as of April 30, 2015.2019.  The decreaseincrease in working capital deficit was largely attributeddue to a decreasean increase in convertible debt in the amount of $131,935, an increase in derivative liability relatingof $524,979 due to the increase in the fair value of the beneficial conversion featurefeatures held by the Company’s convertible note holders, an increase in amounts due to related parties of $19,056, and convertible preferred Series B Stock liability of $583,000.  

We could potentially use our available financial resources sooner than we currently expect, and we may incur additional indebtedness to meet future financing needs. Adequate additional funding may not be available to us on acceptable terms or at all. In addition, although we anticipate being able to obtain additional financing through non-dilutive means, we may be unable to do so. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of operations. Our future capital requirements and the convertible debenture, whichadequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors.”

For the three months ended July 31, 2020 and 2019

As of July 31, 2020, the Company's total asset balance was, offset by$2,779, compared to $1,631 as of April 30, 2020. The increase in total assets was due to an increase in cash in the amount of $1,148.

As of July 31, 2020, the Company had total liabilities of $3,602,417 compared with total liabilities of $3,136,509 as at April 30, 2020. The increase in total liabilities was due to an increase in accounts payable of $15,719, an increase of related party debt of $24,232, an increase in convertible debentures of $35,526, an increase of notes payable of $22,917 and an increase derivative liability of $367,514.

As of July 31, 2020, the Company had a working capital deficit of $3,599,638 compared with $3,134,878 as of April 30, 2020.  The change in working capital deficit was due to the limited cash available withinincreases in accounts payable, related party debt, convertible debt, notes payable and derivative liability referenced above.  

Cash Flows

For the Company to repay outstanding obligations as they became due.

During the year ended April 30, 2016,2020, the Company used $9,377$177,751 of cash for operating activities compared with $61,645$16,377 of cash for operating activities during the year ended April 30, 2015.2019. The increase was due to an increase in the loss on change in fair value of derivative liability in the amount of $636,273, loss on the settlement of debt of $298,579, preferred shares issued for consulting fees of $33,000 and original issue discount of $21,563 and is offset by a decrease in default and conversion fees of $2,833, interest and penalties accrued on convertible debt payments of $108,824 and amortization of discount on convertible debt of $71,647.

During the twelve months ended April 30, 2020 and 2019, the Company did not have any investing activities.

During the twelve months ended April 30, 2020, the Company received $155,630 of cash from financing activities consisting of $155,630 from the issuance of convertible debentures compared to $30,000 received during the twelve months ended April 30, 2019.

For the three month period ended July 31, 2020

During the three months ended July 31, 2020, the Company used $61,769 of cash for operating activities compared with $9,296 of cash for operating activities during the three months ended July 31 2019. The increase in cash used for operating activities was baseddue to an increase in the amortization of discount on convertible debt payable, increase on the fact that the Company only had limited cash flows from financing activities during the year and had only commenced operating activityloss on its Watchdog license near the end of fiscal 2016.

We will continue to rely on equity sales of our common sharesCommon Shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements.  In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

The Company is a development stage company as defined by Statement of Financial Accounting Standard ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises" and has implemented all new accounting pronouncements that are in effect.  These pronouncements did not realizedhave any revenues from its planned operations to date.

DESCRIPTION OF BUSINESS

Corporate History

The Company bases its estimates and assumptionswas incorporated in the State of Nevada on current facts, historical experience and various other factors that it believes to be reasonableFebruary 24, 2010, under the circumstances, the results ofname Appiphany Technologies Holdings Corp. On May 1, 2010, we entered into a Share Exchange Agreement (the “SEA”) with Appiphany Technologies Corp. (“ATC”), a company incorporated in British Columbia, Canada in June 2009, pursuant to which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company's estimates. To the extent there are material differences, future results may be affected.

ATC commenced operations as a diversified technology company in June of 2009.  The business model later refocused to a global brand protection company. This business model encompassed all areas of protecting "Intellectual Property" of global brand owners through Risk Management, Technology Innovation and Strategic Supply Chain Strategies and focuses on the management and delivery of cost-effective, collaborative and creative strategies to protect the assets of global brands.

On March 9, 2020, we changed our name to Verde Bio Holdings, Inc. Currently, the Company is in the business of oil and gas investment.

Our Present Business

The Company is a growing U.S. energy company based in Frisco, Texas, engaged in the acquisition and development of high-probability, lower risk onshore oil and gas interests within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of non-operating, working interests and royalty interests with the goal of developing into a major company in the industry. Through this strategy of acquisition of royalty and non-operating properties, the Company has the unique ability to rely on the technical and scientific expertise of the world-class E&P companies operating in the area.

Competition

There are many businesses engaged in the acquisition of oil and gas properties. There can be no assurance that other parties will not seek to emulate our business methods and practices. Many of those companies can be expected to have greater financial and management expertise than the Company. If such competitors arise, it could have a serious adverse effect on the Company.

Revenue Generation

We intend to generate revenue by acquiring distressed owners’ assets that are operated by well-backed, top notch operators that are largely overlooked by larger firms.

Operations

Our company is headquartered in Frisco, Texas, where our executive, administrative and operational management are based.

Our Market

Advances in horizontal drilling and hydraulic fracturing have opened up vast amounts of acreage for domestic and oil and gas production. This has resulted in millions of mineral acres becoming potential target acquisitions.

Intellectual Property

We do not have any proprietary technology, know-how or intellectual property.

Dependence on Key Customers

We do not expect to be dependent on any key customers.

Federal Regulation and Our Business

The oil and gas business is subject to extensive governmental regulation under which, among other things, rates of production from our wells may be fixed. Governmental regulation also may limit or otherwise affect the market for wells’ production and the price which may be paid for that production. Governmental regulations relating to environmental matters could also affect our operations. The nature and extent of various regulations, the nature of other political developments and their overall effect upon us are not predictable. While we do not intend to drill or operate wells, we may be irreparably harmed by a change in enforcement by the federal government

Employees

We currently operate with 1 full time employees and no part time employees. We also engage consultants on an as-needed-basis to provide specific expertise and other business functions. None of our employees or consultants are currently covered by a collective bargaining agreement. We have had no labor-related work stoppages and we believe our relations with our employees and consultants are excellent.

Seasonality of Business

There is no seasonality with respect to our business or major fluctuations in monthly demand.

Environmental Matters

The exploration, development, and production of oil and gas is subject to various federal and state laws and regulations to protect the environment. Various states and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental control which could adversely affect our business. Compliance with such legislation and regulations, together with any penalties resulting from noncompliance therewith, will increase the cost of oil and gas development and production. 

Price Control and Possible Energy Legislation.

There are currently no federal price controls on oil or gas production so that sales of oil or gas from our operators can be made at uncontrolled market prices. However, there can be no assurance that Congress will not enact controls at any time. No prediction can be made as to what additional energy legislation may be proposed, if any, nor which bills may be enacted nor when any such bills, if enacted, would become effective.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. 

MARKET FOR OUR COMMON STOCK

Our Common Stock is currently quoted on OTC Pink Sheets under the symbol “VBHI”, however it is not listed on any stock pursuantexchange, and there is currently limited trading in our securities.

DIRECTORS AND EXECUTIVE OFFICERS

All directors of our company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation or removal. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

The following table sets forth certain information for the proposed incoming directors and incoming officers after the forthcoming change in officers and directors.

(1) Mr. Cox was appointed as Chief Executive Officer and Secretary effective November 22, 2019 and as the sole director effective January 6, 2020.  Prior to the termsappointment of Mr. Cox, Rob Sargent served as President, CEO, CFO and conditionsa director of the stock option plan. HoweverCompany since October 13, 2014

The board of directors has no options have been granted asnominating, audit or compensation committee at this time.

Business Experience

The following is a brief account of the dateeducation and business experience of this registration statementdirectors and therefore no stock-based compensationexecutive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed:

Scott Cox- Director, Chief Executive Officer - Mr. Cox has been recorded to date for stock options.

Terms of Office

The Board of Directors elects our executive officers annually. A majority voteCompany’s director was appointed on January 6, 2020, to serve a one-year term and to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s Bylaws (“Bylaws”) and the provisions of the Nevada Revised Statutes. The Company’s directors who are inhold office is required to fill vacancies. Each director shall be elected forafter the termexpiration of one year, andhis or her term until his or her successor is elected and qualified, or until he or she resigns or are removed in accordance with the earlierCompany’s Bylaws and the provisions of his resignation or removal. Information on our Board of Directors and executivethe Nevada Revised Statutes.

The Company’s officers is included below. Our executive officers are appointed annually by our Board of Directors. Our executive officerswill hold their officesoffice until they resign, are removed by the Board or their successor is elected and qualified.

Director Independence

There are no family relationships among any of our current directors andor executive officers:

During the Board of Directorspast ten years, no director, executive officer, promoter or control person of the Company on October 13, 2014.

(1)A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 

(2)Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 

(3)Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: 

i.Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the following:

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's board of directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company's board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Our Board of Directors has not adopted a code of ethics due to the fact that we presently only have one director who also serves as the sole executive officer of the Company and the Board of Directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company's small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics unnecessary. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports

of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended April 30, 2016, Forms 5 and any amendments thereto furnished to us with respect to the year ended April 30, 20162019, and the representations made by the reporting persons to us, we believe that during the year ended April 30, 2016,2019, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

The following table sets forth the compensation paid to our executive officers during the twelve-month periods ended April 30, 20162020 and 2015:

(1)Mr. KellerSargent served as the President, CEO, CFO, Secretary and Treasurer until November 22, 2019 and Director until January 6, 2020. 

(2)Mr. Cox was appointed as President and CEO CFOon November 22, 2019 and a directoras sole Director as of the Company on February 23, 2010 and was appointed as Secretary and Treasurer on December 19, 2013. On October 13, 2014 Mr. Keller resigned from all executive positions. Mr. Keller resigned from the Board of Directors on October 23, 2014.

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of the Company.

No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the yearyears ended April 30, 2016.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Our directors receive no extra compensation for their service on our Board of Directors.

transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

Since each of the Registrant, or serving atSelling Shareholders may be deemed to be an “underwriter” within the requestmeaning of the corporation as a director, officer, employeeSecurities Act, each Selling Shareholder will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. There is no underwriter or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himsingle coordinating broker acting in connection with the proposed sale of the Resale Shares by the Selling Shareholders.

We agreed to keep this prospectus and the registration statement which this prospectus forms a part effective until the earlier to occur of (i) such action, suittime as Rule 144 or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposedanother similar exemption under the Securities Act is available for the sale of all the Resale Shares, to the best interestsextent the Selling Shareholders have distributed the Resale Shares to its respective shareholders, by its respective shareholders, without volume or manner of sale restrictions during a six month period without registration (ii) all of the corporation,Resale Shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The Resale Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Resale Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Resale Shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by any criminal actionperson. We will make copies of this prospectus available to the Selling Shareholders and have informed the Selling Shareholders of the need to deliver a copy of this prospectus to each purchaser at or proceeding, had no reasonable causeprior to believe his conduct was unlawful. Our Bylawsthe time of the sale (including by compliance with Rule 172 under the Securities Act).

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any

transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

Blue Sky Restrictions on Resale

If any Selling Shareholders wants to sell shares of our common stock under this registration statement in the United States, such person will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s.

Any person who purchases shares of our common stock from a Selling Shareholder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

DESCRIPTION OF CAPITAL STOCK

We are currently authorized to issue up to 5,000,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which 49,260,578 shares of common stock, 500,000 shares of Series A preferred stock and 442,700 shares of Series B preferred stock are currently issued and outstanding as of October 14, 2020.

Common Stock

The holders of outstanding shares of common stock are entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore.  The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common shareholders is required or requested.

Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock, par value $0.001 per share.  Shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of such series of shares of Preferred Stock.

Convertible Preferred Series A stock

On April 18, 2017, the Company designated 500,000 shares of preferred stock as Series A. The holders of Series A preferred shares are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Series A preferred shares are convertible at a factor of 10,000 Series A preferred shares for one common share.  Each holder of Series A preferred shares is entitled to cast 10,000 votes for every one Series A preferred share held.  

Convertible Preferred Series B stock

On June 13, 2019, the Company designated 1,000,000 shares of preferred stock as Series B. The holders of Series B preferred shares are not entitled to receive dividends except as may be declared by the Board at its sole and absolute discretion. Each Series B preferred share is convertible into common shares according to the following formula: the Stated Value of $1.10 per share of Series B preferred stock divided by the closing price of the Common Stock on the day prior to the conversion. Holders of Series B preferred stock shall not have voting rights.

On June 17, 2019, the Company issued 530,000 shares of Series B preferred stock, at a value of $583,000 based on the stated value of $1.10 per share, in exchange for the settlement of accounts payable of $266,523, notes payable of $990, accrued interest of $535, management fees of $33,000. The transaction resulted in a loss on settlement of debt

of $281,952.  Because the Series B shares represent an unconditional obligation that the RegistrantCompany must or may settle in a variable number of its equity shares and the monetary value of the obligation is predominantly based on a fixed monetary amount ($1.10 worth of common stock), the 530,000 shares with a balance of $583,000 is recorded as a liability on the balance sheet. 

In October 2020, the holders of Series B preferred stock elected to convert 87,300 shares of Series B preferred stock into 4,801,500 shares of common stock.

Additional series of shares of Preferred Stock may be issued and: (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices as determine by the Board of Directors; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at  such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall indemnify itsbe stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock. Shares of Preferred Stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Preferred Stock.

The current issued and future series of preferred stock could be deemed to adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock by:

• Restricting dividends on the common stock; 

• Diluting the voting power of the common stock; 

• Impairing the liquidation rights of the common stock; or 

• Delaying or preventing a change in control of the Company without further action by the stockholders. 

Other than in connection with shares of preferred stock (as explained above), which preferred stock is not currently designated nor contemplated by us, we do not believe that any provision of our amended and restated charter or bylaws would delay, defer or prevent a change in control.

Warrants and Options

There are no warrants and options outstanding.

Governing Documents that May Have an Antitakeover Effect

Certain provisions of our Articles of Incorporation, as amended, the Certificate of Designations for the Series of Preferred Stock and our Bylaws (as amended, the “Bylaws”), could discourage or make it more difficult to accomplish a proxy contest, change in our management or the acquisition of control by a holder of a substantial amount of our voting stock.

Our Articles of Incorporation provides that our Board has the authority to issue additional series of preferred stock and fix such designations, powers, preferences and rights and the qualifications thereof without further vote by our stockholders. Preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our Common Stock.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.Registration Rights.

Market Information

Our common stock price is quoted on the OTC Pink Sheets market under the symbol “VBHI”.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation contain provisions that limit the liability of our directors and officersfor monetary damages to the fullest extent permitted by Nevada law.

Our Articles of Incorporation and Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted under the Nevada Revised Statutes. Our Bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his, her or its actions in that capacity regardless of whether we would otherwise be permitted to indemnify him, her or it under Nevada law.

In addition to the indemnification required in our certificate of incorporation and bylaws, we have entered or intend to enter into indemnification agreements with each of our directors, officers and certain other employees prior to the consummation of the Share Exchange. These agreements will provide for the indemnification of our directors, officers and certain other employees for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents. We believe that these provisions in our certificate of incorporation, bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. This description of the limitation of liability and indemnification provisions of our certificate of incorporation, of our bylaws and of our indemnification agreements is qualified in its entirety by reference to these documents, each of which is attached as an exhibit to this Report.

The limitation of liability and indemnification provisions in our Articles of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission,SEC such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the eventThere is no pending litigation or proceeding naming any of our directors, officers or employees as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that a claimmay result in claims for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by aany director, officer or controlling personemployee.

LEGAL MATTERS

The validity of the Corporationshares being offered hereby has been passed upon by the law firm of Carman Lehnhof Israelsen, LLP, Salt Lake City, Utah.

EXPERTS

The audited consolidated financial statements of the Company as of April 30, 2020 and 2019 included in this prospectus have been audited by Sadler, Gibb & Associates, LLC, who is an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included herein in reliance upon such report given upon the successful defenseauthority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any action, suitpart of this prospectus or proceeding) is asserted by such director, officerhaving given an opinion upon the validity of the securities being registered or controlling personupon other legal matters in connection with the registration or offering of the common shares being registered, we will, unlessstock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the opinionregistrant or any of our counselits parents or subsidiaries. Nor was any such person connected with the matter has been settled byregistrant or any of its parents or subsidiaries as a controlling precedent, submit to a court of appropriate jurisdictionpromoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the question of whether such indemnification by us is against public policy as expressed inSecurities and Exchange Commission, Washington, D.C. 20549, under the Securities Act of 1933, as amended, and will be governed bya registration statement on Form S-1 relating to the final adjudication of such case.

Statements contained in this prospectus as amended,to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and Regulation S promulgated thereunder,conditions.

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the offer and salebenefit of the securities. parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We believed these exemptions were available because: