Stockholders' Equity

12 Months Ended

Mar. 31, 2019

10. STOCKHOLDERS’ EQUITY

Overview

On January 28, 2018, the Company 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.

On January 28, 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.

As of March 31, 2019, the Company is authorized to issue 4,000,000,000 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.

As of March 31, 2019, there were 597,064,715 shares of common stock issued and outstanding.

As of March 31, 2019, there were 3,000,000 shares of Preferred stock issued and outstanding.

Issuance of Preferred stock

On January 28, 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.

Termination of Stock purchase agreement – November 8, 2018

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.

The 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.

As such, 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 Agreement.

Stock issued for services.

On December 3, 2018, the Company issued a total of 1,500,000 shares of the Company’s common stock to a consultant for services to be rendered over 12 months. The shares were valued at $0.115 per share or $172,500. The Company will record the expense evenly over the 12 month service period. During the year ended March 31, 2019 the Company recorded $69,000 as professional fees expense.

On December 11, 2018, the Company issued a total of 6,000,000 shares of the Company’s common stock to three directors of the Company for services rendered. The shares were evenly distributed and as a result each director received 2,000,000 shares. The shares were valued at $0.0525 per share or $315,000 which was recorded as professional fees expense.

On March 20, 2019, the Company issued a total of 40,909,089 shares of the Company’s common stock to three directors of the Company for services rendered. The shares were evenly distributed and as a result each director received 13,636,363 shares. The shares were valued at $0.0022 per share or $90,000 which was recorded as professional fees expense.

VILACTO BIO INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2019

(AUDITED)

Stock issued upon conversion of debts.

The following table presents a summary of the Company’s debt conversions associated with its convertible notes during the year ended March 31, 2019:

Date of conversion	Effective conversion price		Principal and interest converted		Shares issued upon conversion of debts
11/20/2018		0.0300		5,996		200,000
11/23/2018		0.0600		6,000		100,000
11/26/2018		0.0455		6,370		140,000
12/4/2018		0.0182		10,920		600,000
12/7/2018		0.0132		33,100		2,500,000
12/11/2018		0.0331		13,240		400,000
12/20/2018		0.0145		7,250		500,000
1/4/2019		0.0030		7,500		2,500,000
1/7/2019		0.0060		4,800		800,000
1/10/2019		0.0075		15,000		2,000,000
1/18/2019		0.0060		4,800		800,000
1/23/2019		0.0075		21,063		2,808,401
1/24/2019		0.0075		15,771		2,102,777
1/29/2019		0.0053		6,384		1,200,000
1/29/2019		0.0043		10,675		2,500,000
1/30/2019		0.0045		15,000		3,333,333
2/6/2019		0.0014		2,880		2,000,000
2/6/2019		0.0018		7,385		4,102,778
2/6/2019		0.0013		8,288		6,400,000
2/7/2019		0.0018		11,540		6,411,111
2/7/2019		0.0018		5,699		3,165,833
2/8/2019		0.0018		11,366		6,314,194
2/11/2019		0.0018		8,026		4,458,889
2/12/2019		0.0014		5,760		4,000,000
2/12/2019		0.0013		9,639		7,650,000
2/13/2019		0.0018		14,491		8,050,556
2/13/2019		0.0018		9,513		5,284,722
2/14/2019		0.0018		15,573		8,651,667
2/19/2019		0.0018		14,817		8,231,667
2/19/2019		0.0014		9,216		6,400,000
2/19/2019		0.0018		10,586		5,881,172
2/21/2019		0.0018		15,557		8,642,778
2/21/2019		0.0014		14,137		10,116,215
2/21/2019		0.0013		10,836		8,600,000
2/26/2019		0.0015		11,953		8,243,268
2/27/2019		0.0011		6,480		6,000,000
2/27/2019		0.0014		10,608		7,577,379
2/28/2019		0.0008		8,131		10,100,000
3/4/2019		0.0012		13,809		12,007,730
3/5/2019		0.0012		14,046		12,213,852
3/5/2019		0.0008		9,821		12,200,000
3/5/2019		0.0012		13,837		12,032,165
3/6/2019		0.0009		12,880		14,000,000
3/6/2019		0.0011		13,816		12,014,009
3/8/2019		0.0007		10,000		15,231,130
3/8/2019		0.0011		10,633		9,246,374
3/11/2019		0.0008		13,765		17,100,000
3/13/2019		0.0006		1,813		2,931,643
3/13/2019		0.0012		8,092		7,036,426
3/14/2019		0.0012		15,000		13,043,478
3/18/2019		0.0009		17,620		19,152,700
3/18/2019		0.0011		20,258		17,630,730
3/19/2019		0.0008		16,100		20,000,000
3/20/2019		0.0012		24,136		20,987,826
3/20/2019		0.0011		15,000		14,285,714
3/22/2019		0.0008		16,088		19,152,700
3/25/2019		0.0011		19,258		18,340,504
3/26/2019		0.0010		18,671		17,781,905
3/26/2019		0.0007		18,375		25,000,000
3/27/2019		—		15,029		—
Total			$	724,396		480,155,626

18,786,463 shares of common stock were not yet issued on March 27, 2019 conversion. The converted amount is thus included in stock payable at March 31, 2019.

Vilacto Bio Inc. 10-K