Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 19, 2019, we completed a share exchange transaction pursuant to the terms of a Share Exchange Agreement, dated as of March 26, 2019, and which was further amended on September 1, 2019 (as so amended, the "Share Exchange Agreement"). Under the Share Exchange Agreement, we acquired 100% of the issued and outstanding Common Stock of Firetainment, Inc., a Florida corporation (hereinafter "Firetainment") is a manufacturing company located in Central Florida producing luxury hand crafted fire pit tables as well as other outdoor furniture products.

As a result of the share exchange transaction, Firetainment became our wholly-owned subsidiary, with Firetainment's former shareholders acquiring a majority of the outstanding shares of our common stock. A copy of the Share Exchange Agreement was included as an exhibit to our current report on Form 8-K, dated March 28, 2019, which was filed with the U.S. Securities and Exchange Commission (or SEC) on March 28, 2019

The Share Exchange Transaction

Pursuant to the Share Exchange Agreement, at closing we issued 7,000,000 shares of our common stock, par value $.0001 per share, in exchange for 100% of the issued and outstanding Common Stock of Firetainment, Inc.. As a result, these 7,000,000 shares of our common stock represented 85% of our outstanding common stock following the share exchange transaction. The consideration issued in the share exchange transaction was determined as a result of arm's-length negotiations between the parties.

On December 19, 2019, following the closing of the share exchange transaction, our Board of Directors and holders of a majority of our outstanding shares of common stock adopted and approved a new 2019 Incentive Compensation Plan. The purpose of the 2019 Incentive Compensation Plan is to attract, motivate, retain and reward high-quality executives and other employees, officers, directors, consultants and other persons who provide services to us and our subsidiaries by enabling such persons to acquire or increase a proprietary interest in us. The plan, which was subsequently ratified by holders of a majority of Shares of our Common Stock, and will initially reserve 2,500,000 authorized, unissued shares of common stock for grant awards.

The 7,000,000 shares of our common stock issued to William Shawn Clark and Thomas Wenz, the former holders of Firetainment , Inc. shares, as part of the share exchange transaction were not registered under the Securities Act of 1933, as amended. These shares may not be sold or offered for sale in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended, or an applicable exemption from the registration requirements. Certificates evidencing these shares of common stock contain a legend stating the same.

Changes Resulting from Share Exchange Transaction

We intend to carry on Firetainment's business as our sole line of business. Firetainment is a manufacturing company located in Orlando, Florida producing luxury hand crafted fire pit tables as well as other outdoor furniture products. The contents of Firetainment's website, www.firetainment.com, are not part of this Current Report and should not be relied upon with respect thereto.

Prior to the share exchange transaction, on April 23, 2018, the Board of Directors appointed William Shawn Clark as our Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director. At that time, Mr. Clark was also President of Firetainment, Inc., and , Inc. had provided working-capital financing to our Company. Concurrent with Mr. Clarks' appointment, Eugenio Gregorio resigned as Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer as well as our Sole Director.

Prior to the closing of this transaction, pursuant to Nevada law Viabuilt obtained written consent of holders a majority of its Shares of Common Stock which ratified the action of the Board of Directors and which completed the share exchange transaction. The share exchange transaction was previously approved by the holder of all of the Shares of Common Stock of Firetainment, Inc.






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Expansion of Board of Directors; Management

In accordance with our By-Laws for Board vacancies, the Board of Directors on December 19, 2019 appointed Thomas Wenz as a Director and Secretary of the Company.

All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.

Accounting Treatment; Change of Control

The share exchange transaction is being accounted for as a "reverse . . .

Item 3.02. Unregistered Sales of Equity Securities.

The 7,000,000 shares of our common stock issued to the former holders of Firetainment, Inc. shares in connection with the share exchange transaction were exempt from registration under Section 4(2) of the Securities Act of 1933 as a sale by an issuer not involving a public offering or under Regulation D promulgated pursuant to the Securities Act of 1933. The common stock was not registered under the Securities Act, or the securities laws of any state, and was offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 5.01. Change in Control of Registrant.

The information set forth above in Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K is incorporated herein by reference in its entirety.






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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth above in Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 5.06. Change in Shell Company Status.

As a result of the completion of the share exchange transaction described in Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K, which is incorporated herein in its entirety, we ceased being a "shell company," as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of Firetainment, Inc. for the fiscal years ended December 31, 2017 and 2018 (audited), and for the nine months ended September 30, 2018 and 2019 (unaudited) are incorporated herein by reference to Exhibits 99.1 and 99.2, respectively, to this current report.

(b) Pro Forma Financial Information.

On December 23, 2019, Viabuilt Ventures, Inc. completed the acquisition of Firetainment, Inc. in a share exchange. The unaudited pro forma condensed consolidated financial data presented below is derived from the historical consolidated financial statements of Viabuilt and Firetainment, which are included in this report, and our historical financial statements.

The unaudited pro forma condensed consolidated balance sheet information is presented on an as adjusted basis as if all of the above business combinations had occurred on January 1, 2019.

The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2019 combines the historical consolidated statement of operations for Viabuilt for the nine months ended September 30, 2019 with our historical statement of operations for the nine months ended September 30, 2019. The fiscal year end for Firetainment , Inc. was December 31, 2018 and, consequently, our historical statement of operations is derived from the quarterly statements for the nine months ended September 30, 2019. The unaudited pro forma condensed consolidated statements of operations give effect to the merger as if it had occurred on January 1, 2019.

The acquisition of Firetainment by Viabuilt has been accounted for as a reverse acquisition and, as explained in the notes to the unaudited proforma condensed statements, Firetainment, Inc. is considered the accounting acquirer.






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The pro forma adjustments are based on currently available information and upon assumptions that our management believes are reasonable under the circumstances.

A final determination of the allocation of the purchase price to the assets acquired and the liabilities assumed has not been made, and the allocation reflected in the unaudited pro forma condensed combined financial statements should be considered preliminary and is subject to the completion of a more comprehensive valuation of the assets acquired and liabilities assumed.

The final allocation of purchase price could differ from the pro forma allocation included herein. Amounts preliminarily allocated to intangible assets may change significantly, and amortization methods and useful lives may differ from the assumptions that have been used in this unaudited pro forma condensed combined financial information, any of which could result in a material change in depreciation and amortization expense.

You should read the following pro forma statements in conjunction with Management's Discussion and Analysis or Plan of Operation in Item 2.01, and the financial statements and related notes contained in the audited historical financial statements of Viabuilt and Firetainment .

The unaudited pro forma condensed consolidated financial statements are provided for illustrative purposes only. They do not purport to represent what the results of operations and financial position of the combined entities would have been had the business combinations actually occurred as of the dates indicated, and they do not purport to project or predict the future results of operations or financial position of the combined entities.

(c) Shell Company Transactions. See paragraphs (a) and (b) above.






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(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this current report.





Exhibit No.   Description

  2.1           Share Exchange Agreement, dated September 1, 2019, between
              Viabuilt Ventures, Inc. and Firetainment, Inc., as amended

  10.1          2019 Incentive Compensation Plan.

  10.2          Form of Employment Agreement between Viabuilt Ventures, Inc. and
              William Shawn Clark

  10.3          Form of Class "A" Common Stock Purchase Warrant.

  99.1          Financial statements of Firetainment, Inc. for the fiscal years
              ended December 31, 2017 and 2018.

  99.2          Financial statements of Firetainment, Inc. for the nine months
              ended September 30, 2018 and 2019 (unaudited).

  99.3          Unaudited pro forma consolidated financial statements as of and
              for the nine months ended September 30, 2019.





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