VG LIFE SCIENCES INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
VG LIFE SCIENCES INC.
A Delaware Corporation
447 Broadway
2nd Floor, Unit 103 New York, NY 10013 ________________________________ 435-387-5156www.vglscorp.cominfo@vglscorp.com6719
Annual Report
For the Period Ending: December 31, 2021
(the "Reporting Period")
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 2,768,782,721
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 2,083,841,240
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 2,768,782,721
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:
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
Yes: ☐ 1)
No: ☒
Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
- VG Life Sciences Inc. since November 3, 2012
- Viral Genetics, Inc. until November, 2012
- 5 Star Living Online, Inc. until November, 2001
- HiTech Investment, Inc. until April, 1999
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):
- Delaware, June 6, 1998. delinquent
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
- Going forward, the Company anticipates it will seek to conduct one or more of the following actions; recapitalization, merger, SEC registration statement, acquisition, reverse merger
The address(es) of the issuer's principal executive office:
The Company's principal place of business is 447 Broadway, 2nd Floor, Unit 103 New York, NY 10013
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:
N/A
(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.
2)Security Information
Trading symbol: | VGLS |
Exact title and class of securities outstanding: | Common Shares |
CUSIP: | 91822T101 |
Par or stated value: | $0.0001 |
Total shares authorized: | 3,000,000,000 | as of date: 12/31/2021 |
Total shares outstanding: | 2,768,782,721 | as of date: 12/31/2021 |
Number of shares in the Public Float2: | 2,070,220,343 | as of date: 12/31/2021 |
Total number of shareholders of record: | 314 | as of date: 12/31/2021 |
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized: Total shares outstanding:
Transfer Agent
Name: Liberty Stock Transfer, Inc. Phone: (732) 372-0707
Email: info@@libertystocktransfer.comas of date:as of date:Address: 788 Shrewsbury Ave., Suite 2163, Tinton Falls, NJ 07724
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
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.
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: ☐
Shares Outstanding as of Second Most Recent Fiscal Year End: 1/01/2020 Opening Balance Common: 112,283,815 Preferred A: 10,000,000 | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or canceled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance ? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. |
10/30/2020 | issuance | 11,116,097 | CS | .01 | Yes | Top Knot, Inc.- John Kellas | debt conversion | Unrestricted | 3(a)10 |
11/18/2020 | issuance | 11,200,000 | CS | .01 | Yes | Mark Borden | debt conversion | Unrestricted | 3(a)10 |
11/19/2020 | issuance | 250,000,000 | CS | .0001 | Yes | Endicott Holdings Group, LLC Mahmoud Jrab-Managing Member | Services | Restricted | |
11/20/2020 | issuance | 28,000,000 | CS | .005 | Yes | Mark Borden | debt conversion | Unrestricted | 3(a)10 |
11/25/2020 | issuance | 28,000,000 | CS | .005 | Yes | Top Knot, Inc.- John Kellas | debt conversion | Unrestricted | 3(a)10 |
12/11/2021 | issuance | 40,000,000 | CS | .005 | Yes | Mark Borden | debt conversion | Unrestricted | 3(a)10 |
12/11/2020 | issuance | 20,000,000 | CS | .005 | Yes | Top Knot, Inc.- John Kellas | debt conversion | Unrestricted | 3(a)10 |
1/11/2020 | issuance | 20,000,000 | CS | .005 | Yes | Intermarket Associates, LLC-Charles Abujudeh | debt conversion | Unrestricted | 3(a)10 |
1/11/2020 | issuance | 20,000,000 | CS | .005 | Yes | OC Sparkle, Inc-Abraham Abu | debt conversion | Unrestricted | 3(a)10 |
1/27/2020 | issuance | 50,000,000 | CS | .005 | Yes | Intermarket Associates, LLC-Charles Abujudeh | debt conversion | Unrestricted | 3(a)10 |
02/03/2021 | issuance | 40,000,000 | CS | .005 | Yes | Top Knot, Inc.-John Kellas | debt conversion | Unrestricted | 3(a)10 |
02/08/2021 | Retired | -40,000,000 | CS | .005 | Yes | Mark Borden | debt conversion | Unrestricted | 3(a)10 |
02/09/2021 | issuance | 50,000,000 | CS | .005 | Yes | OC Sparkle, Inc-Abraham Abu | debt conversion | Unrestricted | 3(a)10 |
04/26/2021 | issuance | 63,419,391 | CS | 0.00365 | Yes | Top Knot, Inc.-John Kellas | debt conversion | Unrestricted | 3(a)10 |
06/29/2021 | issuance | 40,000,000 | CS | .003 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
07/15/2021 | issuance | 64,000,000 | CS | 0.0025 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
07/20/2021 | issuance | 69,597,910 | CS | 0.003 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
07/21/2021 | issuance | 86,800,000 | CS | 0.003 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
08/04/2021 | issuance | 95,477,304 | CS | 0.00275 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
08/05/2021 | issuance | 104,929,557 | CS | 0.00275 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
08/16/2021 | issuance | 115,317,583 | CS | 0.0039 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
08/25/2021 | issuance | 126,734,024 | CS | 0.0015 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
08/27/2021 | issuance | 139,280,692 | CS | 0.0015 | Yes | James Bursey | debt conversion | Unrestricted | 3(a)10 |
09/01/2021 | issuance | 153,069,481 | CS | 0.0027 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
09/20/2021 | issuance | 384,615,385 | CS | 0.0026 | Yes | Paul Rachmuth | Legal Services Agreement | Restricted | N/A |
12/09/2021 | issuance | 206,300,283 | CS | 0.0008 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
12/17/2021 | issuance | 226,724,011 | CS | 0.00077 | Yes | MSW Projects Ltd-Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
12/23/2021 | issuance | 2,500,000 | CS | 0.0014 | No | Axiom-Darren Bankston | services | Restricted | N/A |
12/30/2021 | issuance | 249,417,188 | CS | 0.000565 | Yes | Bruce Bent | debt conversion | Unrestricted | 3(a)10 |
Shares Outstanding on December 31, 2021: |
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VG Life Sciences Inc. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 22:27:25 UTC.
