ViaDerma : Annual Report

VIADERMA, INC.

A Nevada Corporation

4640 Admiralty Way, Suite 500

Marina Del Rey, CA 90292 ________________________________ 310-374-6111http://www.viadermalicensing.cominfo@viadermalicensing.com

SIC Code: 5122 - Drugs, Drug Proprietaries, and Druggist' Sundries

Annual Report

For the Year Ending: December 31, 2021

(the "Reporting Period")

:

983,556,451 shares

:

983,556,451 shares

the number of shares outstanding of our Common Stock was:

862,491,451 shares

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)Name of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

ViaDerma, Inc. (the "Company") was incorporated as Murals by Maurice, Inc. in the State of Florida on January 11, 2007 and was in the business of mural painting. On July 1, 2009, the Company changed its name to Décor Products International, Inc. and re-domiciled to the State of Nevada on April 6, 2010. The Company was in the business of mural painting and decorative papers. On May 6, 2014, the Company again changed its name to ViaDerma, Inc. to reflect the Plan of Exchange. Under the name of ViaDerma, Inc., the Company was and is in the business of manufacturing and sales of pharmaceuticals, and specifically topical antibiotics and pain management. The Company is incorporated in Nevada and has its principle place of business in California.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

4640 Admiralty Way, Suite 500

Marina Del Rey, CA 90292

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐ No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None

2)Security Information

Trading symbol:

VDRMExact title and class of securities outstanding: Common StockCUSIP:

92555K101

Par or stated value: Total shares authorized: Total shares outstanding:

Number of shares in the Public Float2: Total number of shareholders of record:

$.0001 1,000,000,000

• 983,556,451 as of date: December 31, 2021

• 911,600,265 as of date: December 31, 2021

74

All additional class(es) of publicly traded securities (if any):

Trading symbol:as of date: December 31, 2021

as of date: December 31, 2021

N/AExact title and class of securities outstanding: Convertible Preferred Stock

Address: 16540 Pointe Village Dr. Ste 205 Lutz, FL 33558

as of date: December 31, 2021 as of date: December 31, 2021

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Number of Shares

Value of shares issued ($/per share) at IssuanceReason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)Restricted or Unrestricted as of this filing?

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

Use the space below to provide any additional details, including footnotes to the table above:

None

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Principal Amount at Issuance ($)Interest Accrued ($)

Use the space below to provide any additional details, including footnotes to the table above:

(a)Two convertible notes in the amount of $10,000 dated on January 3, 2018 and in the amount of $120,000 dated on April 5, 2018 were not disclosed on the Company's annual report for the year ended December 31, 2018, 2019, 2020 and for the three month ended March 31, 2021. The Company amended the prior disclosure statement and restated prior period financial statements accordingly.

(b) As of December 31, 2021, the outstanding balances of the L&H convertible note and the related accrued interest were $0 after the following conversion:

This is an excerpt of the original content. To continue reading it, access the original document here.