0001493152-19-001123.txt : 20190129 0001493152-19-001123.hdr.sgml : 20190129 20190129172856 ACCESSION NUMBER: 0001493152-19-001123 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 81 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190129 DATE AS OF CHANGE: 20190129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAURIGA SCIENCES, INC. CENTRAL INDEX KEY: 0001142790 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 651102237 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53723 FILM NUMBER: 19549639 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 5TH FLOOR SUITE 506 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-796-9926 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 5TH FLOOR SUITE 506 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Immunovative, Inc. DATE OF NAME CHANGE: 20120503 FORMER COMPANY: FORMER CONFORMED NAME: Novo Energies Corp DATE OF NAME CHANGE: 20090626 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC WINE AGENCIES INC DATE OF NAME CHANGE: 20040622 10-Q 1 form10-q.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2018

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission file number 000-53723

 

 

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Florida   30-0791746

(State or other jurisdiction of

incorporation or organization)

   (I.R.S. Employer
Identification No.)

 

555 Madison Avenue, 5th Floor

New York, NY 10022

(Address of principal executive offices) (Zip Code)

 

(917) 796-9926

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $.00001 Par Value

(Title of class)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated filer [  ]
Non-accelerated filer [  ]   Smaller reporting company [X]
(Do not check if smaller reporting company) Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of January 28, 2019, the registrant had 57,630,230 shares of its Common Stock, $0.00001 par value, outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Pages
     
PART I. FINANCIAL STATEMENTS  
     
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: F-1
     
  Condensed Consolidated Balance Sheets as of December 31, 2018 (unaudited) and March 31, 2018 F-1
     
  Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2018 and 2017 (unaudited) F-2
     
  Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2018 and 2017 (unaudited) F-3
     
  Notes to Condensed Consolidated Financial Statements (unaudited) F-4
     
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
     
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 10
     
Item 4. CONTROLS AND PROCEDURES 11
     
PART II. OTHER INFORMATION  
     
Item 1. LEGAL PROCEEDINGS 12
     
Item 1A. RISK FACTORS 12
     
Item 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 17
     
Item 3. DEFAULTS UPON SENIOR SECURITIES 17
     
Item 4. MINE SAFETY DISCLOSURES 17
     
Item 5. OTHER INFORMATION 17
     
Item 6. EXHIBITS 18

 

 2 
 

 

PART I. FINANCIAL STATEMENTS

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN US$)

 

   December 31, 2018   March 31, 2018 
   (Unaudited)     
ASSETS          
Current assets:          
Cash  $10,305   $12,291 
Accounts receivable   581    581 
Investment - trading securities   456,462    610,699 
Investment - digital currency   -    22,056 
Investment - other   50,000    - 
Prepaid expenses and other current assets   43,120    40,720 
Total current assets   560,468    686,347 
           
Property and equipment, net   13,242    2,491 
           
Total assets  $573,710   $688,838 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Notes payable to individuals and companies, net of discounts  $311,476   $254,847 
Accounts payable   72,551    29,865 
Accrued interest   26,244    33,875 
Accrued expenses   1,050    - 
Total current liabilities   411,321    318,587 
           
Other liabilities:          
Contingent liability   75,000    75,000 
Total liabilities   486,321    393,587 
           
Stockholders’ equity:          
Common stock, par value $0.00001; 100,000,000 shares authorized, 57,130,230 and 52,264,476 issued and outstanding at December 31, 2018 and March 31, 2018, respectively   572    523 
Additional paid-in capital   54,957,259    54,680,382 
Accumulated deficit   (54,868,246)   (54,391,500)
Accumulated other comprehensive income   -    8,042 
Total stockholders’ equity - Tauriga Sciences, Inc.   89,585    297,447 
           
Noncontrolling interest in subsidiary   (2,196)   (2,196)
           
Total stockholders’ equity   87,389    295,251 
           
Total liabilities and stockholders’ equity  $573,710   $688,838 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-1

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(IN US$)

 

   For the Three Months ended   For the Nine Months ended 
   December 31,   December 31, 
   2018   2017   2018   2017 
                 
Revenues  $-   $1,018   $-   $1,018 
Cost of goods sold   -    649    -    649 
                     
Gross profit   -    369    -    369 
                     
Operating expenses                    
Marketing and advertising   -    257    -    257 
Research and development   1,150    4,543    1,150    8,543 
General and administrative   200,722    519,691    719,035    1,620,850 
Depreciation and amortization expense   214    177    732    537 
Total operating expenses   202,086    524,668    720,917    1,630,187 
                     
Loss from operations   (202,086)   (524,299)   (720,917)   (1,629,818)
                     
Other income (expense)                    
Interest expense   (18,396)   (116,540)   (44,462)   (247,332)
Loss on extinguishment of debt   -    -    -    (271,280)
Gain on derivative liability   -    -    -    271,280 
Unrealized gain (loss) on trading securities   (49,596)   -    171,789    - 
Loss on conversion of debt   (27,975)   -    (27,975)   - 
Gain on the settlement of debt   -    532,524    -    532,524 
Loss on asset disposal   (907)   (783)   (907)   (783)
Unrealized gain (loss) on digital currency   -    -    (3,142)   - 
Gain (loss) on sale of trading securities   (79,020)   (371,087)   151,605    (371,087)
Loss on sale of commodities   -    -    (2,737)   - 
Gain on legal settlement   -    2,050,000    -    2,053,350 
Total other income (expense)   (175,894)   2,094,114    244,171    1,966,672 
                     
Net income (loss)   (377,980)   1,569,815    (476,746)   336,854 
                     
Net income (loss) attributable to non-controlling interest   -    -    -    - 
Net income (loss) attributable to controlling interest   (377,980)   1,569,815    (476,746)   336,854 
                     
Deemed dividend   -    -    -    (271,280)
                     
Net income (loss) attributable to common shareholders  $(377,980)  $1,569,815   $(476,746)  $65,574 
                     
Earnings (loss) per share - basic  $(0.007)  $0.048   $(0.009)  $0.002 
Weighted average number of shares outstanding - basic   56,149,252    32,726,024    54,734,621    33,078,636 
                     
Earnings (loss) per share - fully diluted  $(0.007)  $0.048   $(0.009)  $0.001 
Weighted average number of shares outstanding - fully diluted   56,149,252    52,363,608    54,734,621    44,746,775 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-2

 

 

TAURIGA SCIENCES, INC. AND SUBSDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(IN US$)

 

   For the Nine Months ended 
   December 31, 
   2018   2017 
Cash flows from operating activities          
Net income (loss) attributable to controlling interest  $(476,746)  $336,854 
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:          
Amortization of original issue discount   5,904    23,349 
Loss on sale of commodities   2,737    - 
Unrealized loss on digital currency   3,142    - 
Depreciation and amortization   732    537 
Non-cash interest   -    95,515 
Gain on settlement   -    (757,441)
Amortization of debt discount   -    6,313 
Common stock issued and issuable for services (including stock-based compensation)   187,045    621,510 
Legal fees deducted from proceeds of notes payable   2,500    26,900 
Change in derivative liability   -    (271,280)
Loss on extinguishment of debt   27,975    271,280 
Loss on disposal of fixed assets   907    783 
Loss (gain) on sale of trading securities   (151,605)   371,087 
Unrealized gain on trading securities   (171,789)   - 
(Increase) decrease in assets          
Prepaid expenses   (2,400)   (2,330)
Inventory   -    (16,897)
Due from Ice + Jam   -    (468)
Increase (decrease) in liabilities          
Accounts payable   42,686    (49,776)
Accrued interest   (5,292)   4,254 
Accrued expenses   1,050    - 
Cash provided by (used in) operating activities   (533,154)   660,190 
           
Cash flows from investing activities          
Proceeds (purchase) of trading securities, net   477,631    (480,000)
Proceeds (purchase) of digital currency, net   16,177    - 
Investment - other   (50,000)   - 
Purchase of property and equipment   (12,390)   (3,109)
Cash provided by (used in) investing activities   431,418    (483,109)
           
Cash flows from financing activities          
Repayment of principal on notes payable   (141,000)   (261,000)
Proceeds from the sale of common stock (including to be issued)   -    299,600 
Proceeds from convertible notes   240,750    499,100 
Cash provided by financing activities   99,750    537,700 
Net increase (decrease) in cash   (1,986)   714,781 
           
Cash, beginning of period   12,291    18 
Cash, end of period  $10,305   $714,799 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW          
INFORMATION:          
Interest Paid  $43,819   $109,873 
Taxes Paid  $-   $- 
           
NON CASH ITEMS          
Conversion of notes payable and accrued interest for common stock  $81,839   $639,596 
Shares issued for accrued expense  $-   $74,050 
Deemed dividend  $-   $271,280 
Recognition of debt discount  $-   $15,656 
Related party forgiveness of debt classified to additional paid in capital  $-   $108,760 
Reclassification of other comprehensive income to additional paid in capital  $8,042   $- 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-3

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 1 – BASIS OF OPERATIONS

 

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the March 31, 2018 Form 10-K filed with the SEC, including the audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

 

These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 

Nature of Business

 

Tauriga Sciences, Inc. (the “Company”), prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company was then moving in the direction of a diversified biotechnology company. The mission of the Company is to evaluate potential acquisition candidates operating in the life sciences technology space.

 

During the quarter ended December 31, 2017, the Company launched a lip balm product (branded as HerMan®) during December 2017. The Company was hopeful that this product could provide the Company with sustainable revenue at margins that would justify the initial expense and effort. The Company believed that the initial high cost per unit of this lip balm product was largely attributable to formulation issues, packing issues, fulfillment issues and shipping costs. The packing issues are still in process of being addressed. The Company believes that future inventory costs, if there is sufficient demand will be substantially lower than the first batch on a per unit basis. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture. The Company is exercising caution and performing due diligence to ensure that any potential opportunities in this area are appropriately evaluated.

 

As the Company works to rectify the issues with respect to the HERMAN® lip balm, it has commenced discussions with various groups regarding other potential opportunities. During the quarter ended December 31, 2018, the Company entered into the cannabidiol (or “CBD”) infused chewing gum product business, and has entered into a comprehensive manufacturing agreement with Per Os Biosciences LLC (“Per Os Bio”) to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM, (“Tauri-Gum™”) for which the Company has filed a trademark application with the United States Patent and Trademark Office. The company is currently in discussions with a number of potential distributors. For a further description of the manufacturing agreement and other information relating to Tauri-GumTM, see subheading below relating to this product line.

 

2018 Reverse Stock Split

 

On March 12, 2018, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 7,500,000,000 to 100,000,000 shares and to affect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”).

 

On June 8, 2018, the Company filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida, for the aforementioned decrease in the number of authorized shares and to affect a 1-for-75 reverse stock split of the Company’s common stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018.

 

As a result of the Reverse Stock Split, each seventy-five (75) shares of the Company’s issued and outstanding common stock had been automatically combined and converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the common stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,380,230 shares immediately following the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would have resulted in a fractional number had his/her/its shares rounded up to the next number of shares.

 

F-4

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 1 – BASIS OF OPERATIONS (CONTINUED)

 

Nature of Business (Continued)

 

2018 Reverse Stock Split (Continued)

 

Pursuant to SAB Topic 4C of the Securities Exchange Act of 1934, as amended, the holders of common stock, par value $0.00001 per share, were notified via Current Report Form 8K (filed on July 9, 2018) that on March 12, 2018, the Company received a unanimous written consent in lieu of a meeting of the holders of the common stock that the common stock of the Company 1 for 75 reverse split was effective.

 

All references set forth in this quarterly report to number of shares or per share data have been presented retroactively on a post reverse stock-split basis, including any stock options, restricted stock, notes, convertible or exercisable securities and warrants, have been retroactively adjusted in these condensed consolidated financial statements for all periods presented to reflect the 1-for-75 Reverse Stock Split.

 

On July 30, 2018, the Company’s stock began trading on the OTC:QB. See also the Subsequent Events section of this quarterly report for a description of a Convertible Debenture entered into by the Company in January 2019 and any prospective proposed changes to the Company’s articles of incorporation, as well as the Risk Factors relating to same.

 

Cupuaçu Butter Lip Balm

 

On December 23, 2016, the Company entered into a non-exclusive, 12-month license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan® and the two companies will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. The Company had agreed to pay the production, marketing and start-up costs for all product it sells to retail customers or distributors. As part of the License Agreement, the Company issued 66,667 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.38 per share). The cost of the shares will be prorated over the life of the license.

 

During the quarter ended December 31, 2017, the Company launched this lip balm product. On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019, at which time, if mutually agreed upon. the companies reserve the option to extend for an additional 2 years (if exercised at that time, this License Agreement would be extended through December 23, 2021). The two companies reserve the right to request amendment of the License Agreement at any point during the effective term of the agreement. In February of 2018, the Company’s strategy with respect to the HerMan® product was negatively impacted by a series of product defects relating to the twisting mechanism of the lip balm tube. The Company immediately made the decision to work with the manufacturer to attempt to permanently address and fix this defect issue (which the Company believes has affected approximately 30% of the initial product batch). This issue significantly increases the risk associated with this business opportunity and there can be no guarantee that this will be satisfactorily solved.

 

The Company had no sales of the HerMan® product during the nine-months ended December 31, 2018 and 2017. The Company has removed the product from the website and has been working with the manufacturer to resolve product mechanism issue. As a result, the Company had written off the remaining inventory of $16,897 as of the previous quarter ended March 31, 2018 as it determined that the units are not usable. The Company is still in the process of trying to resolve the packaging issue and cannot determine the impact that it will have on future revenue, or if any revenue will be generated from this product line in the future. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

Honeywood

 

On March 10, 2014, the Company entered into a definitive agreement to acquire California-based Honeywood LLC (“Honeywood”), developer of a topical medicinal cannabis product, that, at the time, sold in numerous dispensaries across the state of California. This definitive agreement was valid for a period of 120 days and the Company advanced to Honeywood $217,000 to be applied towards the final closing requisite cash total and incurred $178,000 in legal fees as of March 31, 2014 in connection with the acquisition.

 

F-5

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 1 – BASIS OF OPERATIONS (CONTINUED)

 

Nature of Business (Continued)

 

Honeywood (Continued)

 

On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of Honeywood’s principals entered into a termination agreement to unwind the effects of the merger. In accordance with the termination agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the merger by delivering to the Company, on the Unwinding Date, a secured promissory note in the principal amount of $170,000. The note bore interest at 6% per annum and was repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The note was secured by a blanket security interest in Honeywood’s assets pursuant to a security agreement entered into on the Unwinding Date between Honeywood and the Company. Honeywood never made any payments under the Note prior to the Honeywood Conversion Agreement (as defined below). As a result, the Company had fully reserved this amount and it was not reflected as a receivable on its financial statements.

 

Effective August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert the entire principal and accrued but unpaid interest due into a 5% membership interest in Honeywood (the “Honeywood Conversion Agreement”).

 

The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10-35-28, “Investments—Debt and Equity Securities”, a Company may not record an impairment loss on the investment but shall continue to evaluate whether the investment is impaired (that is, shall estimate the fair value of the investment) in each subsequent reporting period until either of the following occurs: a) the investment experiences a recovery of fair value up to (or beyond) its cost; or b) the entity recognizes an other-than-temporary impairment loss. At the time of the Honeywood Conversion Agreement, the receivable balance under the note of $199,119 had been fully written off by the Company in a prior period. As a result of the Honeywood Conversion Agreement, the Company deemed the investment to still have no current value. The Company recorded this investment at $0. Thus, no recovery of bad debt and no impairment will be recognized in this period.

 

Pilus Energy

 

On November 25, 2013, the Company executed a definitive merger agreement to acquire Pilus Energy, LLC (“Pilus”), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that create electricity while consuming polluting molecules from wastewater. On January 28, 2014, the Company completed its acquisition of Pilus. As a condition of the acquisition, the shareholders of Pilus received a warrant to purchase 1,333,334 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000, and, based upon whether the Warrants issued to Pilus represented at least 5% the then outstanding and fully diluted capitalization of the Company. In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) (“Open Therapeutics”), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. Pilus’ principal asset on its balance sheet at the time of the acquisition was its US patent relating to its clean water technology. The Company determined that the value of the acquisition on January 28, 2014 would be equal to the value of cash paid to Pilus plus the value of the 1,333,334 warrants the Company issued to acquire Pilus. Through March 31, 2014, the Company amortized the patent over its estimated useful life, then on March 31, 2014, the Company conducted its annual impairment test and determined that the entire unamortized balance should be impaired as the necessary funding to further develop the patent was not available at that time.

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 385,569 shares (or 308,455 warrants) of the Company’s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments was to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated balance sheet. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. As of December 31, 2018, there has been no activity.

 

F-6

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 1 – BASIS OF OPERATIONS (CONTINUED)

 

Nature of Business (Continued)

 

Pilus Energy (Continued)

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the above described $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

Tauriga Biz Dev Corp

 

On January 4, 2018, the Company announced that its Board of Directors unanimously approved the formation a wholly-owned subsidiary focused on acquiring interest(s) in patents and other intellectual property. This subsidiary, incorporated in Delaware, was named Tauriga IP Acquisition Corp. On March 25, 2018, the Company changed the name to Tauriga Biz Dev Corp.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units.

 

As of December 31, 2018, the Tauriga Biz Dev Corp. has not installed any of its own machines in any locations. No revenue has been generated through the BLINK contract.

 

TAURI-GUMTM

 

In October 2018, the Company decided to explore the possibility of launching a CBD infused gum product line to the commercial marketplace. After several weeks of diligence, discussions with various parties and exploratory meetings, the Company opted to move forward with this business opportunity. During December 2018, the Company also began discussions with a Maryland based chewing gum manufacturer - Per Os Bio. Tauriga has since entered into a manufacturing agreement with Per Os Bio in late December 2018 to contract manufacture a line of CBD infused chewing gum under a brand for us under the brand name Tauri-Gum™. We have filed for trademark protection with the United States Patent and Trademark Office for our CBD infused chewing product line.

 

F-7

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 1 – BASIS OF OPERATIONS (CONTINUED)

 

Nature of Business (Continued)

 

TAURI-GUMTM (Continued)

 

On December 28, 2018, the Company entered into a comprehensive manufacturing agreement with Per Os Bio to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM.

 

Under the terms of the agreement, Per Os Bio has committed to produce the Tauri-GumTM based on the following criteria:

 

  A. By composition, the CBD Gum will contain 10 mg of CBD Isolate
  B. The initial production run will be mint flavor exclusively
  C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”)
  D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets).
  E. Integrated Quality Control Procedures: Each production batch will be tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology.
  F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the “Pack(s)”) with Lot # as well as Expiration Date.
  G. Outer sleeve in the Company’s artwork and graphic design(s) and label copy
  H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”)

 

Under terms of the Agreement, the Company has committed to provide the following to Per Os Bio:

 

  A. Each product order will consist of exactly 8,700 Packs (unless otherwise agreed upon by both parties).
  B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement (this has already been paid by the Company).
  C. Provide graphic design artwork, logo, and label design to Per Os Bio.
  D. Trademark has been successfully filed with U.S.P.T.O.
  E. To implement Kosher Certification Process
  F. Procure appropriate Product & Liability insurance policy
  G. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum – on the Federal Statute Level.

 

The Company has satisfied the initial unit production payment in full to Per Os Bio in connection with the initial production run of approximately 70,000 gum tablets (or approximately 8,700 salable units) pursuant to the terms of the manufacturing agreement. In addition, the Company has continued to make progress towards its commercial launch - anticipated to occur in the March of 2019. The Company has completed its gum formulation, with the following distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. The Company has also been in discussion with prospective distributors and potential retail customers in its efforts to facilitate a successful commercial launch. See our “Risk Factors” contained in this Quarterly Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis (most recently updated in the December 2018 legislation known as the “Farm Bill”).  

In January 2019, the Company has begun research and development for its Tauri-Gum™ product flavor testing process, and has also completed the graphic design and retail artwork for this product’s individual packaging and a ten (10) pack retail display box, as well as securing GS1 barcodes and undergoing the construction of an E-commerce site (URL address: www.taurigum.com). Lastly, the Company has secured storage space near its New York City headquarters and is currently finalizing its order fulfillment infrastructure. 

 

The Company has been meeting with a number of potential distributors to arrange agreements for the distribution of this product line.

 

The initial production run will cost the Company $52,200 and will yield approximately 70,000 gum tablets which translates into approximately 8,700 salable units, with an anticipated initial order delivery date on or about March 2019. The Company has paid the deposit for this production run in December 2018.

 

F-8

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle a number of its long outstanding payables and was able to pay certain of its convertible notes payable, as well as invest in trading and non-trading securities to leverage its operating business. As a result of these two events, the Company was able to rely much less on third-party borrowing during most of the fiscal year while continuing to develop its business. As a result of some of these investments, the Company was able to recognize other income of $151,605, that partially offset their operating losses, resulting in a net loss in the amount of $476,746 for the nine months ended December 31, 2018 compared to a net income of $336,854 for the same period in the prior year as a result of the lawsuit settlement. Also, as a result of this activity the Company had a working capital surplus of $149,147 at December 31, 2018 compared to $367,760 at March 31, 2018. The Company has, however, needed to take on more debt leading up to the launch of Tauri-GumTM. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets and convertible debt offerings to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK or Tauri-GumTM. In addition, the Company, uplisted to the OTC:QB effective July 30, 2018 to have easier access to capital through larger investors. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are unsuccessful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Condensed Consolidated Financial Statements

 

The condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga Biz Dev Corp. All intercompany transactions have been eliminated in consolidation.

 

Non-controlling Interests

 

On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new company the two parties will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. All revenue and expense from these efforts are fully consolidated in the Company’s condensed consolidated financial statements and then the minority interest is designated as noncontrolling interest to derive at net loss attributable to common shareholders. The non-controlling interest at December 31, 2018 and March 31, 2018 is $2,196 and $2,196, respectively. There was neither a net loss or gain attributable to noncontrolling interest for the nine months ended December 31, 2018 and 2017.

 

F-9

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue.

 

Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

Commissions earned under this contract with Tauriga Biz Dev Corp. will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK.

 

On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has secured the location for installation of these units and is in the process of installing them.

 

The Company has not entered into any contracts as of December 31, 2018 for the sale of Tauri-GumTM, and as a result has not recognized any sales for this product.

 

The Company recognized no operating revenue for the nine months ended December 31, 2018 compared to $1,018 of operating revenue during the nine months ended December 31, 2017.

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

F-10

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Cash Equivalents

 

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At December 31, 2018, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of December 31, 2018.

 

Investment in Trading Securities

 

Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded, warrants exercisable for publicly traded common stock as well as publicly traded warrants of these companies. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other operating income or loss.

 

For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other operating income or loss.

 

Investment – Cost Method

 

Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320.

 

Inventory

 

Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering. For wholesale product orders shipping cost is paid by the Company. As of March 31, 2018, as a result of the quality control issues regarding the packaging, the Company had written off the remaining inventory of $16,897 as the manufacturer completed the re-design of the packaging of this product as the Company has determined that the units then on hand were not usable. No other inventory has been purchased for the period ended December 31, 2018. The initial deposit to Per Os Bio for the manufacturing costs of the Tauri-GumTM has been classified as a deposit (other current asset) on the Company’s condensed consolidated balance sheet as the goods are not yet available for sale.

 

Property and Equipment

 

Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

 

Intangible Assets

 

Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition.

 

F-11

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Income (Loss) Per Common Share

 

The Company computes per share amounts in accordance with FASB ASC Topic 260 “Earnings per Share” (“EPS”), which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three and nine months ended December 31, 2018, basic and fully diluted earnings per share were the same as the Company had losses in these periods.

 

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services.

 

Comprehensive Income (Loss)

 

The Company accounts for comprehensive income (loss) under ASC 220, “Income Statement – Reporting Comprehensive Income,” which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss).

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net income (loss) or cash flows of the Company.

 

Impairment of Long-Lived Assets

 

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

 

F-12

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Research and Development

 

The Company expenses research and development costs as incurred. Research and development costs were $1,150 for the three and nine months ended December 31, 2018 compared to $4,543 and $8,543 for the same period in the prior periods in the prior year, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-GumTM product, cupuaçu butter lip balm, as well as any intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities.

 

Fair Value Measurements

 

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements.

 

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

 

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

 

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Financial instruments classified as Level 1 – quoted prices in active markets include cash.

 

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses.

 

Derivative Financial Instruments

 

Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the condensed consolidated Balance Sheets with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss).

 

F-13

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Derivative Financial Instruments (Continued)

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income (expense) in the condensed consolidated Statements of Operations and Comprehensive Income (Loss).

 

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “Debt—Debt with Conversion and Other Options”), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

 

Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “Derivatives and Hedging,” to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

 

The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.

 

For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.

 

Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period.

 

F-14

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Derivative Financial Instruments (Continued)

 

The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480.

 

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways:

 

  1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or
     
  2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10.

 

The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

 

The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 for the nine months ended December 31, 2017. This adoption of this accounting pronouncement had no effect on the nine months ended December 31, 2018 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the nine months ended December 31, 2017, with no effect on the nine months ended December 31, 2018. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the nine months ended December 31, 2017 and no deemed dividend for the three and nine months ended December 31, 2018.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000; and (iii) the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.

 

Income Taxes

 

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

 

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

 

F-15

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (Continued)

 

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of December 31, 2018.

 

Recent Accounting Pronouncements

  

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company had chosen to early adopt this standard as of this reporting period with retro-active restatement of comparative periods.

 

In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The amendments in this update are required for public business entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The update is intended to simplify the annual or interim goodwill impairment test. A public business entity that is a U.S. SEC filer should adopt the amendments in this update for its annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In February 2016, FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s condensed consolidated financial statements.

 

F-16

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements (Continued)

 

There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or operating results.

 

Subsequent Events

 

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.

 

NOTE 3– INVENTORY

 

As a result of the quality control issues regarding the packaging, the Company has written off the remaining inventory of $16,897 as of March 31, 2018 as they complete the re-design of the packaging of this product as they have determined that the units are not usable.

 

The Company has removed the product from the website and is working with the manufacturer to resolve these issues. The Company, as a result of this, has no Inventory as of December 31, 2018 and March 31, 2018.

 

The initial deposit to Per Os Bio for the manufacturing costs of the Tauri-GumTM has been classified as a deposit (other current asset) on the Company’s condensed consolidated balance sheet as the goods are not yet available for sale.

 

NOTE 4– PROPERTY AND EQUIPMENT

 

The Company’s property and equipment is as follows:

 

   December 31, 2018   March 31, 2018   Estimated Life
   (unaudited)        
Computers, office furniture and other equipment  $69,808   $59,051   3-5 years
              
Less: accumulated depreciation   (56,566)   (56,560)   
              
Net  $13,242    2,491    

 

On June 29, 2018, the Company purchased four BLINK Level 2 – 40” pedestal chargers for permanent placement in one or more retail locations whereby the Company will share revenue from these electric car vehicle charging units with such location owner. No depreciation expense has been recorded for the charging units as of December 31, 2018 due to the fact that they have not been placed in service. Depreciation expense for the nine months ended December 31, 2018 and 2017 was $732 and $537, respectively.

 

During the nine months ended December 31, 2018 the Company disposed one unit of computer equipment valued at $1,632 recognizing a loss on disposal of $907.

 

NOTE 5 – COMMITMENTS

 

Ice + Jam

 

On December 23, 2016, the Company entered into a non-exclusive, one-year, license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm sold under the trademark HerMan® and the two companies will share on a 50/50 basis any profits earned through the Company’s marketing, sales and distribution efforts. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

F-17

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 5 – COMMITMENTS (CONTINUED)

 

Ice + Jam (Continued)

 

On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019. Based on mutual agreement, at that time, the companies reserve the option to extend for an additional two years (if exercised at that time, this License Agreement would be extended through December 23, 2021).

 

Tauri-GumTM

 

The Company entered into a comprehensive manufacturing agreement with Per Os Bio, whereby they have committed to pay the balance of the initial tranche of merchandise of $25,600. This amount was paid on January 23, 2019.

 

Rent

 

On December 1, 2017, the Company relocated its corporate headquarters from Danbury, Connecticut to New York, New York. The Company has entered into a two-year lease at $1,010 per month for the term of the lease. The Company recorded rent expense of $10,029 for the nine months ended December 31, 2018 compared to $1,017 for the same period in prior year.

 

Lease obligation for Fiscal Year Ended March 31,
2019   3,030 
2020   8,080 

 

NOTE 6 – INTANGIBLE ASSETS

 

Patents:

 

Pilus Energy, LLC

 

The Company, through the acquisition of Pilus Energy on January 28, 2014, acquired a patent to develop cleantech energy using proprietary microbiological solution that creates electricity while consuming polluting molecules from wastewater.

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments were to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated balance sheet. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. As of December 31, 2018, there has been no activity

 

The Company had fully impaired the value of the patents prior to the sale, and the warrants canceled as a result of this transaction was valueless as there is no intrinsic value to them. The Company recorded no gain or loss. Upon Open Therapeutics achieving profitability with respect to this technology, the Company will be the beneficiary of a profit split as noted in the agreement and will recognize revenue from that in the future.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

F-18

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 7 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES

 

The Company has entered into several financial instruments, which consist of notes payable, containing various conversion features. Generally, the financial instruments are convertible into shares of the Company’s common stock at prices that are either marked to the volume weighted average price of the Company’s intended publicly traded stock or a static price determinative from the financial instrument agreements. These prices may be at a significant discount to market determined by the volume weighted average price once the Company completes its reverse acquisition with the intended publicly traded company. The Company, for all intents and purposes, considers this discount to be fair market value as would be determined in an arm’s length transaction with a willing buyer.

 

The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, “Derivatives and Hedging; Embedded Derivatives,” which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. The Company is required to carry the embedded derivative on its condensed consolidated Balance Sheets at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820: (1) Identify the item to be valued and the unit of account; (2) Determine the principal or most advantageous market and the relevant market participants; (3) Select the valuation premise to be used for asset measurements; (4) Consider the risk assumptions applicable to liability measurements; (5) Identify available inputs; (6) Select the appropriate valuation techniques; (7) Make the measurement; (8) Determine amounts to be recognized and information to be disclosed.

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income (expense) in the condensed consolidated Statements of Operations and Comprehensive Income (Loss).

 

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “Debt—Debt with Conversion and Other Options”), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000; and (iii) the November 7, 2016 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.

 

F-19

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 7 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES (CONTINUED)

 

The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.

 

For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.

 

Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period.

 

The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480.

 

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10.

 

The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

 

The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. The Company was not affected by the adoption of ASU 2017-11 for the nine months ended December 31, 2018 as they had no instruments that would be impacted by this pronouncement, compared to a gain on derivative liability in the amount of $271,280 for the nine months ended December 31, 2017. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the nine months ended December 31, 2017.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016; and (iii) the 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.

 

F-20

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES

 

Notes payable and convertible notes consisted of the following as of:

 

      December 31, 2018   March 31, 2018 
      (unaudited)     
Alternative Strategy Partners PTE Ltd.- Sep 2015  (a)  $90,000   $90,000 
GS Capital Partners, LLC – Oct 2017  (b)   -    105,000 
GS Capital Partners, LLC – March 2018  (c)   -    48,000 
GS Capital Partners LLC – May 2018  (d)   -    - 
GS Capital Partners, LLC – October 2018  (e)   180,000    - 
Adar Alef, LLC – December 2018  (f)   55,000    - 
Note to an Individual – February 2013  (g)   -    15,000 
Total notes payable and convertible notes      325,000    258,000 

Less - note discounts

      (13,524)   (3,153)
Less - current portion of these notes      (311,476)   (254,847)
Total notes payable and convertible notes, net discounts     $-   $- 

 

(a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible note. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of December 31, 2018, this note had accrued interest of $23,468.

 

(b)

On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note recivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500.

 

F-21

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

 

(c)

On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty.

 

(d)

 

 On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty.

 

F-22

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

 

(e)

 

 On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of December 31, 2018 was $2,643.

 

(f) On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. At December 31, 2018, this note had accrued interest of $133.

 

(g) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its condensed consolidated statement of operations.

 

F-23

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

 

During the nine months ended December 31, 2018, the Company issued 2,985,754 shares of common stock to holders of convertible notes to retire $70,000 in principal and $11,809 of accrued interest (at an average conversion price of $0.0274 per share) under the convertible notes.

 

During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company paid cash of $347,681 to retire convertible note principal and cash of $145,550 to repay interest and prepayment penalties.

 

Interest expense for the three and nine months ended December 31, 2018 was $18,396 and $44,462 compared to $116,540 and $247,332 for the same period in the prior year, respectively. Accrued interest at December 31, 2018 and March 31, 2018 was $26,244 and $33,875, respectively.

 

NOTE 9 – RELATED PARTIES

 

On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 1,013,334 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017.

 

On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 586,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017.

 

On October 6, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $137,500. This investment is structured as an equity private placement of 1,466,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued December 19, 2017.

 

As a result of the Company’s joint venture with Ice + Jam, a receivable and a payable was recorded on the Company’s books. As of December 31, 2018, these amounts represented cash Ice + Jam collected from sales of HerMan® through their website in the amount of $581 and a payable in the amount of $5,522 for expenses incurred through the operation of the business.

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of December 31, 2018, the Company is authorized to issue 100,000,000 shares of its common stock. As of December 31, 2018 and January 28, 2019, there were 57,130,230 and 57,630,230 shares, respectively of common stock are outstanding which includes all adjustments for fractional shares.

 

Fiscal Year 2018

 

During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes.

 

F-24

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

During the year ended March 31, 2018, the Company issued 1,885,715 shares of common stock to a private investor for an aggregate value of $177,500 (at $0.0975 per share).

 

During the year ended March 31, 2018, the Company issued 1,600,000 shares of common stock to Seth Shaw, the Company’s Chief Executive Officer, for an aggregate value of $150,000 ($0.09375 per share).

 

During the year ended March 31, 2018, the Company issued 1,926,667 shares of common stock for services rendered and to be rendered which is reflected in stock-based compensation. Value represents contracts entered into with various consultants, with the grant date fair value amortized over the life of the contracts.

 

During the year ended March 31, 2018, the Company issued 1,133,334 shares of common stock as commitment fees to noteholders at an aggregate value of $86,600 ($0.075 per share).

 

During the year ended March 31, 2018, the Company issued 1,553,334 shares of common stock for debt and legal settlements at an aggregate value of $75,050 ($0.045 per share).

 

During the year ended March 31, 2018, the Company issued 868,000 shares of common stock to former officers and directors for amounts previously accrued at an aggregate value of $173,999 ($0.2025 per share).

 

Fiscal Year 2019

 

During the nine months ended December 31, 2018 the Company issued 1,880,000 shares of its restricted common stock to consultants under consulting agreements.

 

During the nine months ended December 31, 2018 the Company issued 2,985,754 shares of restricted common stock to a noteholder for the conversion of debt and accrued interest having a value of $81,809 (at an average conversion price of $0.0274 per share).

 

In connection with some of the consulting agreements and board advisory agreements the Company has entered into, as the following clauses are part of the compensation arrangements: (a) the consultant will be reimbursed for all reasonable out of pocket expenses and (b) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. The Company recognized $187,045 and $621,510 in stock-based compensation expense related to these agreements in the nine months ended December 31, 2018 and 2017.

 

Warrants for Common Stock

 

The following table summarizes warrant activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

           Weighted    
       Weighted   Average    
       Average   Remaining  Aggregate 
       Exercise   Contractual  Intrinsic 
   Shares   Price   Term  Value 
                
Outstanding at March 31, 2017   1,220,277   $1.50   3.16 Years  $          - 
                   
Granted   213,334    0.2625   4.99 Years   - 
Expired   -    -         
Exercised   -    -         
Canceled   -   $-      $- 
                   
Outstanding at March 31, 2018   1,433,611   $1.06   3.02 Years  $- 
                   
Granted   -    -       - 
Expired   -    -         
Exercised   -    -         
Canceled   -    -         
                   
Outstanding and exercisable at December 31, 2018   1,433,611   $1.06   2.27 Years  $- 

 

F-25

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model:

 

   Nine Months Ended
December 31, 2018 (unaudited)		   Year Ended
March 31, 2018		 
Volatility   108.6%   108.6%
Risk-free rate   1.24%   1.24%
Dividend   -    - 
Expected life of warrants   5.00    5.00 

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments was to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated Balance Sheets. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them.

 

On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. As partial consideration for the purchase of the note the Company granted 213,334 five-year cashless warrants with an exercise price of $0.2625 per share. Based on the relative fair value of the warrants, the Company recorded a debt discount of $12,546 on the $80,000 note, which was amortized over a period of one-year.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

Stock Options

 

On February 1, 2012, the Company awarded to each of two executives’, one current and one former, options to purchase 66,667 common shares, an aggregate of 133,334 shares. These options vested immediately and were for services performed

 

Volatility   220%
Expected dividend rate   - 
Expected life of options in years   10 
Risk-free rate   1.87%

 

F-26

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 10 – STOCKHOLDERS’ EQUITY (CONTINUED)

 

The following table summarizes option activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

   Shares   Weighted-
Average
Exercise
Price		   Weighted
Average
Remaining
Contractual
Term		  Aggregate
Intrinsic
Value		 
                
Outstanding at March 31, 2017   133,334   $7.50   4.85 Years  $       — 
                   
Granted   —    —         
Expired   —    —         
Exercised   —    —         
                   
Outstanding at March 31, 2018   133,334   $7.50   3.85 Years  $— 
                   
Granted   —    —         
Expired   —    —         
Exercised   —    —         
                   
Outstanding and exercisable at December 31, 2018   133,334   $7.50   3.10 Years  $— 

 

NOTE 11 – PROVISION FOR INCOME TAXES

 

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

 

Deferred tax assets consist of the following:

 

   December 31, 2018
(unaudited)		   March 31, 2018 
Net operating losses   8,617,000    8,514,000 
Effect of TCJA recalculation   (3,107,000)   (3,107,000)
Valuation allowance   (5,510,000)   (5,407,000)
   $-   $- 

 

At December 31, 2018, the Company had a U.S. net operating loss carryforward in the approximate amount of $11 million available to offset future taxable income through 2038. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company also has a Canadian carry forward loss which approximates $700,000. The valuation allowance increased by $103,000 in the nine months ended December 31, 2018 and increased by $140,000 in the year ended March 31, 2018.

 

On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (“the TCJA”) was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. Also, mandatory repatriation of untaxed foreign earnings and profits will be taxed at 15.5% to the extent the underlying assets are liquid and 8% on the remaining balance. There are other provisions to the TCJA, such as conversion of a worldwide system to a territorial system, limitations on interest expense and domestic production deductions, which will be effective in fiscal 2019. The Company anticipates its effective tax rate to be 28% to 30%, excluding the one-time impact of the TCJA for fiscal 2018 primarily due to the reduction in the federal tax rate. The Company’s actual effective tax rate for fiscal 2018 may differ from management’s estimate due to changes in interpretations and assumptions. Due to the timing of enactment and complexity of the TCJA, the Company is unable to estimate a reasonable range of the one-time impact associated with mandatory repatriation, re-measurement of deferred taxes and other provisions of the TCJA.

 

F-27

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 12 – INVESTMENTS

 

Trading securities

 

For investments in securities of other companies that are owned, the Company records them at fair value with unrealized gains and losses reflected in other operating income or loss. For investments in these securities that are sold by us, the Company recognizes the gains and losses attributable to these securities investments as realized gains or losses in other operating income or loss on a first in first out basis.

 

Investment in Trading Securities:

 

At March 31, 2018*                               
Company     Beginning
of Period
Cost		   Purchases   Sales Proceeds   End of
Period
Cost		   Fair Value   Realized Gain (Loss)   Unrealized Gain (Loss) 
Green Innovations Ltd (GNIN)**  (a)  $250,000   $-   $(6,815)   -    -   $(243,185)  $- 
VistaGen Therapeutics Inc (VTGN)  (b)   -    490,117    -    490,117    306,207    -    (183,910)
Blink Charging Co (BLNK)  (c)   -    190,350    -    190,350    123,750    -    (66,600)
Blink Charging Co (BLNKW) (Warrants)  (c)   -    900    -    900    31,545    -    30,645 
Aytu BioScience Inc (AYTU)  (d)   -    82,270    -    82,270    119,947    -    37,677 
Lightbridge Corp. (LTBR)  (e)   -    37,511    -    37,511    29,250    -    (8,261)
Totals     $250,000   $801,148   $(6,815)  $801,148   $610,699   $(243,185)  $(190,449)

 

*There were no trading securities during the quarter ended September 30, 2017

** During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security

 

At December 31, 2018                               
Company     Beginning
of Period
Cost		   Purchases   Sales
Proceeds		   End of
Period
Cost		   Fair
Value		   Realized
Gain (Loss)		   Unrealized
Gain (Loss)		 
Green Innovations Ltd (GNIN)*  (a)  $-    -   $-   $-   $-   $-   $- 
VistaGen Therapeutics Inc (VTGN)  (b)   490,117    349,498    (517,485)   287,500    347,300    (34,630)   216,110 
Blink Charging Co (BLNK)  (c)   190,350    151,666    (367,142)   -    -    25,126    66,600 
Blink Charging Co (BLNKW) (Warrants)  (c)   900    162,215    (468,496)   -    -    305,381    (30,645)
Aytu BioScience Inc (AYTU)  (d)   82,270    100,030    (144,094)   -    -    (38,206)   (37,677)
Lightbridge Corp. (LTBR)  (e)   37,511    299,028    (202,514)   120,440    65,852    (13,585)   (54,588)
Pulmatrix Inc. (PULM)  (f)   -    204,802    (183,737)   -    -    (21,065)   - 
Axovant Sciences Ltd. (AXON)  (g)   -    103,938    (98,433)   -    -    (5,505)   - 
Basanite Inc. (BASA)  (h)   -    42,998    (10,821)   30,000    30,000    (2,177)   37,960 
Achieve Life Sciences (ACHV)  (i)   -    177,356    (80,026)   37,182    13,310    (60,148)   (23,872)
Decision Diagnostics (DECN)  (j)   -    20,479    (16,894)   -    -    (3,586)   (2,099)
Totals     $801,148   $1,612,010   $(2,089,641)  $475,122   $456,462   $151,605   $171,789 

 

F-28

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 12 – INVESTMENTS (CONTINUED)

 

Trading securities (Continued)

 

(a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125.
   
(b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018, the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN.
   
(c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381.

 

(d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding.

 

F-29

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 12 – INVESTMENTS (CONTINUED)

 

Trading securities (Continued)

 

(e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding.
   
(f) During the nine months ended December 31, 2018, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the nine months ended December 31, 2018, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding.
   
(g) During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding.
   
(h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company’s broker of record.
   
(i) During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872.
   
(j) During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586.

 

At December 31, 2018, the Company held warrants for AYTU to purchase 5,555 common shares at a strike price of $10.80 with an expiration of March 6, 2023. The strike price and number of shares were adjusted for the August 10, 2018, 1 for 20 reverse stock split. At December 31, 2018 these warrants were out of the money by $10.01 per share and are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid.

 

At December 31, 2018, the Company currently holds warrants for VTGN to purchase 320,000 shares of common stock at a strike price of $1.50 per share with an expiration of December 13, 2022 and warrants for VTGN to purchase 230,000 shares of common stock at a strike price of $1.50 per share with an expiration of February 28, 2022. At December 31, 2018 these warrants were even money where the stock closing price was equal to the option strike price. Since these warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid.

 

F-30

 

 

NOTE 12 – INVESTMENTS (CONTINUED)

 

Digital Currency

 

During the year ended March 31, 2018, the Company completed cumulative purchases in the Groestlcoin cryptocurrency in the aggregate amount of $35,000 for 27,919.133 units ($0.79 per unit). (Crypto Currency Code: GRS). The purchase of this currency cannot be executed directly using $USD. The Company must purchase Bitcoin (BTC) and then purchase the Groestlcoin cryptocurrency by using BTC. This two-step process triggers the potential recognition of realized gains or losses on the purchase of Groestlcoin. For the year ended March 31, 2018 the Company realized a loss of $2,859 on exchange from BTC reflected as other operation income. The investment in Groestlecoin has a cost of $31,481 net of fees, unrealized loss of $9,425 and a fair value of $22,056.

 

On April 2, 2018, the Company completed a purchase in the Groestlcoin cryptocurrency in the aggregate amount of $8,000 for 11,922.81 units ($0.6569 per unit).

 

On July 15, 2018, the Company sold all of its 39,862 units of Groestlcoin cryptocurrency converting it into 4.17 units of BTC having a value of $32,230. On August 20, 2018, the Company converted its BTC to gold bullion and silver coins at a value of $26,783.

 

On August 25, 2018, the Company sold all gold and silver commodities held for a sum of $24,046, recognizing a loss on the transaction of $2,737.

 

During the nine months ended December 31, 2018, had an unrealized loss on digital currency of $3,142 prior to the conversion to the gold and silver.

 

Equity investments

 

Honeywood

 

Effective August 1, 2017, the Company entered into a Debt Conversion Agreement in respect to a secured promissory note issued following the unwinding of the Honeywood acquisition (See NOTE 1), whereby the Company agreed to convert the entire principal and accrued but unpaid interest due under the note into a 5% membership interest in Honeywood.

 

The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with FASB ASC 320-10-35-28, “Investments—Debt and Equity Securities,” a Company may not record an impairment loss on the investment but shall continue to evaluate whether the investment is impaired (that is, shall estimate the fair value of the investment) in each subsequent reporting period until either of the following occurs: (a) the investment experiences a recovery of fair value up to (or beyond) its cost; or (b) the entity recognizes an other-than-temporary impairment loss. At the time of the Debt Conversion Agreement the receivable balance of $199,119 had been fully written off by the Company in a prior period. As a result of this Debt Conversion Agreement, the Company deemed the investment to still have no current value. The Company recorded this investment at $0. Thus, no recovery of bad debt and no impairment will be recognized in this period.

 

Cost investments

 

Küdzoo, Inc.

 

On September 4, 2018, the Company invested $15,000 in Küdzoo, Inc. (“Küdzoo”), a privately held company. Küdzoo is the developer of a mobile application that rewards students for their grades and achievements with deals and opportunities. The investment is recorded at cost and represents 0.2% of the value of Küdzoo based on a pre-money valuation of $7,500,000. The Company will test this investment for impairment at least annually.

 

Serendipity

 

On October 31, 2018, the Company invested $35,000 in Serendipity Brands LLC (dba Serendipity Ice Cream Co.) (“Serendipity”), a privately held Company. Serendipity is an ice cream distribution company providing wholesale distribution to retail customers. The investment was recorded at cost and represents 0.24% of the value of Serendipity based on a pre-money valuation of approximately $14 million. The Company will test this investment for impairment at least annually.

 

F-31

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 13 – LITIGATION

 

On November 9, 2017, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al.) before the United States District Court of the District of New Jersey, Civil Action No. 3:16-cv-06285 (the “Action”) to resolve all claims between the parties in the Action for aggregate consideration to the Company of $2,050,000. Also, as part of the Settlement Agreement, the defendants agreed to release any and all claims against the Company. Upon receipt of the Settlement Payment, the Company dismissed the Action with prejudice. The settlement amount was funded in its entirety by professional liability insurance for the defendants. The Company and the defendants also exchanged general releases of all claims against the other as part of the Settlement Agreement, including any potential derivative actions, and to avoid any future public comments on the Action, unless required by law.

 

NOTE 14 – FAIR VALUE MEASUREMENTS

 

The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 and March 31, 2018:

 

   December 31, 2018 (unaudited) 
   Level 1   Level 2   Level 3   Total 
Assets                    
Investment-trading securities  $456,462   $    -   $-   $456,462 
Cost method investment – Küdzoo  $-   $-   $15,000   $15,000 
Cost method investment – Serendipity Brands  $-   $-   $35,000   $35,000 

 

   March 31, 2018 
   Level 1   Level 2   Level 3   Total 
Assets                          
Investment-trading securities  $610,699   $-   $      -   $610,699 
Investment in digital currency  $22,056   $-   $-   $22,056 

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income/expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

 

NOTE 15 – SUBSEQUENT EVENTS

 

Common Stock

 

Subsequent to December 31, 2018, the Company issued additional shares of common stock as follows; (i) 500,000 shares for commitment shares relative to convertible note issued; and (ii) 500,000 shares to relieve a contingent liability of the Company.

 

On January 8, 2019 the Company entered into a security purchase agreement with an accredited investor to purchase 1,000,000 shares at $0.02 for a purchase price of $20,000. As of this report date the shares have not been issued,

 

On January 11, 2019, the Company entered into a twelve-month consulting agreement with a consultant for services to be rendered in exchange for $2,000 cash and 1,250,000 shares of the Company’s restricted common stock. The shares of stock have a value of $61,875 ($0.0495 per share) based on the closing price of the Company’s stock on the date of the agreement. As of this report date the shares have not been issued.

 

F-32

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(UNAUDITED)

(US$)

 

NOTE 15 – SUBSEQUENT EVENTS (CONTINUED)

 

Convertible Notes

 

On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a Securities Purchase Agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which will be reflected as interest expense in the Company’s condensed consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 will be deducted from cash proceeds of the note payable to investor’s counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note.

 

During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date.

 

Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-month anniversary of the note, then the holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share.

 

The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and the note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and the note. Eagle Equities further agreed that until the earlier to occur of (i) the increase in the Company’s authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the Note, seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder.

 

Other

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock (included in above totals). The shares will be recorded at a value of $24,750 ($0.0495 per share). As of this report date the shares have not been issued.

 

F-33

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources of the Company and critical accounting estimates. This discussion should be read in conjunction with the accompanying quarterly unaudited Condensed Consolidated Financial Statements contained in this Form 10-Q and our Annual Report on Form 10-K, for the year ended March 31, 2018 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial and operating results.

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors”, set forth in Part II, Item 1A of this Form 10-Q and in our other SEC filings. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

 

Business Overview

 

Tauriga Sciences, Inc. (the “Company,” “Tauriga” or “us”), prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company was then moving in the direction of a diversified biotechnology company. The mission of the Company is to evaluate potential acquisition candidates operating in the life sciences technology space.

 

During the quarter ended December 31, 2017, the Company launched a lip balm product (branded as HerMan®) during December 2017. The Company was hopeful that this product could provide the Company with sustainable revenue at margins that would justify the initial expense and effort. The Company believed that the initial high cost per unit of this lip balm product was largely attributable to formulation issues, packing issues, fulfillment issues and shipping costs. The packing issues are still in process of being addressed. The Company believes that future inventory costs, if there is sufficient demand will be substantially lower than the first batch on a per unit basis. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

As the Company works on rectifying the issues with respect to the HERMAN® lip balm product, it has commenced discussions with various groups regarding other potential opportunities. During the quarter ended December 31, 2018, the Company entered into the cannabidiol (or “CBD”) infused chewing gum product business, and has entered into a comprehensive manufacturing agreement with Per Os Biosciences LLC (“Per Os Bio”) to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM (“Tauri-Gum™”), for which the Company has filed a trademark application with the United States Patent and Trademark Office. The company is currently in discussions with a number of potential distributors. For a further description of the manufacturing agreement and other information relating to Tauri-GumTM, see subheading below relating to this product line.

 

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition. These risks and others are described in greater detail in the risk factors set forth in our annual report on 10-K for the year ended March 31, 2018, as supplemented by the risk factors set forth in Item 1A of Part II of this Form 10-Q.

 

2018 Reverse Stock Split

 

On March 12, 2018, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 7,500,000,000 to 100,000,000 shares and to affect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”).

 

On June 8, 2018, the Company filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida, for the aforementioned decrease in the number of authorized shares and to affect a 1-for-75 reverse stock split of the Company’s common stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018.

 

As a result of the Reverse Stock Split, each seventy-five (75) shares of the Company’s issued and outstanding common stock has been automatically combined and converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split has affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the common stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,380,230 shares immediately following the Reverse Stock Split. As of January 28, 2019, we had 57,630,230 shares of Common Stock, $0.00001 par value, outstanding, which does not include shares reserved for equity linked instruments and other agreements.

 

No fractional shares were issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would have resulted in a fractional number had his/her/its shares rounded up to the next number of shares.

 

3

 

 

Pursuant to SAB Topic 14C of the Securities Exchange Act of 1934, as amended, the holders of common stock, par value $0.00001 per share, were notified via Current Report Form 8K (filed on July 9, 2018) that, in accordance with applicable Florida corporation law (the Company’s domestic jurisdiction), on March 12, 2018, the Company received a unanimous written consent in lieu of a meeting of the holders of the common stock that the common stock of the Company 1 for 75 reverse split was effective.

 

All references set forth in this quarterly report to number of shares or per share data have been presented retroactively on a post reverse stock-split basis, including any common stock equivalents, have been retroactively adjusted in these condensed consolidated financial statements for all periods presented to reflect the 1-for-75 Reverse Stock Split.

 

On July 30, 2018, the Company’s stock began trading on the OTC:QB.

 

See also the Risk Factors relating to our reverse stock split and any prospective changes to the Company’s articles of incorporation.

 

Cupuaçu Butter Lip Balm

 

On December 23, 2016, the Company entered into a non-exclusive, 12-month license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan® and the two companies will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. The Company had agreed to pay the production, marketing and start-up costs for all product it sells to retail customers or distributors. As part of the License Agreement, the Company issued 66,667 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.38 per share). The cost of the shares will be prorated over the life of the license.

 

During the quarter ended December 31, 2017, the Company had launched this lip-balm product. On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019, at which time, if mutually agreed upon. the companies reserve the option to extend for an additional 2 years (if exercised at that time, this License Agreement would be extended through December 23, 2021). The two companies reserve the right to request amendment of the License Agreement at any point during the effective term of the agreement.

 

During February of 2018, the Company’s strategy with respect to the HerMan® product was negatively impacted by a series of product defects relating to the twisting mechanism of the lip balm tube. This issue significantly increases the risk associated with this business opportunity and there can be no guarantee that this will be satisfactorily resolved.

 

The Company had no sales of the HerMan® product during the nine months ended December 31, 2018 and 2017. The Company has removed the product from the website and has been working with the manufacturer to resolve product mechanism issue. As a result, the Company had written off the remaining inventory of $16,897 as of the year ended March 31, 2018 as it had determined that the initial units were not usable. The Company is still in the process of trying to resolve the packaging issue and cannot determine the impact that it will have on future revenue. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

Honeywood

 

On March 10, 2014, the Company entered into a definitive agreement to acquire California-based Honeywood LLC (“Honeywood”), developer of a topical medicinal cannabis product, that, at the time, sold in numerous dispensaries across the state of California. This definitive agreement was valid for a period of 120 days and the Company advanced to Honeywood $217,000 to be applied towards the final closing requisite cash total and incurred $178,000 in legal fees as of March 31, 2014 in connection with the acquisition.

 

On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of Honeywood’s principals entered into a termination agreement to unwind the effects of the merger. In accordance with the termination agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the merger by delivering to the Company on the Unwinding Date a secured promissory note in the principal amount of $170,000. The note bore interest at 6% per annum and was repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The note was secured by a blanket security interest in Honeywood’s assets pursuant to a security agreement entered into on the Unwinding Date between Honeywood and the Company. Honeywood never made any payments under the note prior to the Honeywood Conversion Agreement (as defined below). As a result, the Company had fully reserved this amount and it was not reflected as a receivable on its financial statements.

 

Effective August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert the entire principal and accrued but unpaid interest due into a 5% membership interest in Honeywood (the “Honeywood Conversion Agreement”).

 

4

 

 

The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10-35-28, “Investments—Debt and Equity Securities”, a Company may not record an impairment loss on the investment but shall continue to evaluate whether the investment is impaired (that is, shall estimate the fair value of the investment) in each subsequent reporting period until either of the following occurs: a) the investment experiences a recovery of fair value up to (or beyond) its cost; or b) the entity recognizes an other-than-temporary impairment loss. At the time of the Honeywood Conversion Agreement, the receivable balance under the Note of $199,119 had been fully written off by the Company in a prior period. As a result of the Honeywood Conversion Agreement, the Company deemed the investment to still have no current value. The Company recorded this investment at $0. Thus, no recovery of bad debt and no impairment will be recognized in this period.

 

Pilus Energy

 

On November 25, 2013, the Company executed a definitive merger agreement to acquire Pilus Energy, LLC (“Pilus”), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that create electricity while consuming polluting molecules from wastewater. On January 28, 2014, the Company completed its acquisition of Pilus. As a condition of the acquisition, the shareholders of Pilus received a warrant to purchase 1,333,334 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000, and, based upon whether the Warrants issued to Pilus represented at least 5% the then outstanding and fully diluted capitalization of the Company. In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) (“Open Therapeutics”), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. Pilus’ principal asset on its balance sheet at the time of the acquisition was its US patent relating to its clean water technology. The Company determined that the value of the acquisition on January 28, 2014 would be equal to the value of cash paid to Pilus plus the value of the 1,333,334 warrants the Company issued to acquire Pilus. Through March 31, 2014, the Company amortized the patent over its estimated useful life, then on March 31, 2014, the Company conducted its annual impairment test and determined that the entire unamortized balance should be impaired as the necessary funding to further develop the patent was not available at that time.

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 385,569 shares (or 308,455 warrants) of the Company’s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments would be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated balance sheet. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. No activity is expected to occur prior to the Company’s third fiscal quarter, and possibly later.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the above described $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

Tauriga Biz Dev Corp.

 

On January 4, 2018, the Company announced that its Board of Directors unanimously approved the formation a wholly-owned subsidiary focused on acquiring interest(s) in patents and other intellectual property. This subsidiary, incorporated in Delaware, was named Tauriga IP Acquisition Corp. On March 25, 2018, the Company changed the name to Tauriga Biz Dev Corp.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with Blink Charging Company (NASDAQ: BLNK) (“BLINK”). Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV (“Electric Vehicle”) Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

On June 29, 2018, the Company purchased four BLINK Level – 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units.

 

5

 

 

As of December 31, 2018, the Tauriga Biz Dev Corp. has not installed any of its own machines in any locations. No revenue has been generated through the BLINK contract.

 

TAURI-GUMTM

 

In October 2018, the Company decided to explore the possibility of launching a CBD infused gum product line to the commercial marketplace. After several weeks of diligence, discussions with various parties and exploratory meetings, the Company opted to move forward with this business opportunity. During December 2018, the Company also began discussions with a Maryland based chewing gum manufacturer - Per Os Bio. Tauriga has since entered into a manufacturing agreement with Per Os Bio in late December 2018 to contract manufacture a line of CBD infused chewing gum under a brand for us under the brand name Tauri-Gum™. We have filed for trademark protection with the United States Patent and Trademark Office for our CBD infused chewing product line.

 

On December 28, 2018, the Company entered into a comprehensive manufacturing agreement with Per Os Bio to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM.

 

Under the terms of the agreement, Per Os Bio has committed to produce the Tauri-GumTM based on the following criteria:

 

  A. By composition, the CBD Gum will contain 10 mg of CBD Isolate
  B. The initial production run will be mint flavor exclusively
  C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”)
  D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets).
  E. Integrated Quality Control Procedures: Each production batch will be tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology.
  F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the “Pack(s)”) with Lot # as well as Expiration Date.
  G. Outer sleeve in the Company’s artwork and graphic design(s) and label copy
  H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”)

 

Under terms of the Agreement, the Company has committed to provide the following to Per Os Bio:

 

  A. Each product order will consist of exactly 8,700 Packs (unless otherwise agreed upon by both parties).
  B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement (this has already been paid by the Company).
  C. Provide graphic design artwork, logo, and label design to Per Os Bio.
  D. Trademark has been successfully filed with U.S.P.T.O.
  E. To implement Kosher Certification Process
  F. Procure appropriate Product & Liability insurance policy
  G. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum – on the Federal Statute Level.

 

The Company has satisfied the initial unit production payment in full to Per Os Bio in connection with the initial production run of approximately 70,000 gum tablets (or approximately 8,700 salable units) pursuant to the terms of the manufacturing agreement. In addition, the Company has continued to make progress towards its commercial launch - anticipated to occur in the March of 2019. The Company has completed its gum formulation, with the following distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. The Company has also been in discussion with prospective distributors and potential retail customers in its efforts to facilitate a successful commercial launch. See our “Risk Factors” contained in this Quarterly Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis (most recently updated in the December 2018 legislation known as the “Farm Bill”).

 

In January 2019, the Company has begun research and development for it Tauri-Gum™ product flavor testing process, and we have also completed the graphic design and retail artwork for this product’s individual packaging and a ten (10) pack retail display box, as well as securing GS1 barcodes and undergoing the construction of an E-commerce site (URL address: www.taurigum.com). Lastly, the Company has secured storage space near its New York City headquarters and is currently finalizing its order fulfillment infrastructure. 

 

The Company has been meeting with a number of potential distributors. Additionally, the Company has built its CBD Gum product line, specifically implementing the advice that several of these prospective distributors have offered to management.

 

The initial production run will cost the Company approximately $52,200 and will yield approximately 70,000 gum tablets which translates into approximately 8,700 salable units, with an anticipated initial order delivery date on or about March 2019. In December 2018 the Company paid a deposit towards this initial production run.

 

6

 

 

RESULTS OF OPERATIONS

 

Three and nine months ended December 31, 2018 compared to the three and nine months ended December 31, 2017

 

Revenue

 

During December 2017, the Company was developing its lip balm business product line and had recognized revenue on the sales of its HERMAN lip balm product, which was created through a joint venture with Ice + Jam (company); however, due to certain mechanical issues with the product tube (not formulation), the Company had not developed a material or consistent pattern of revenue generation subsequent to 2017. Therefore, due to the product issues related to the HerMan® inventory for the nine months ended December 31, 2018 the Company did not generate any revenue. The Company had revenue of $1,018 for the nine months ended December 31, 2017 as a result of the launch of the HerMan® product.

 

The Company has a two-channel sales model consisting of retail direct-to-consumer sales and distributor sales.

 

Distributor orders – The Company is currently building out its distributor network with a focus on developing specialty stores, supermarkets and other retail chain store establishments. The Company’s business-to-business sales strategy is market penetration competing with higher-end and specialty products. Our product placement strategy will be to place our product in retail store chains at check-out stands in branded displays built to hold 12, 24, 36, 48 or 60 units. Our minimum distributor order size is 200 units with a unit cost of $2.75 per unit.

 

Retail orders – The Company’s business to consumer sales channel is done through direct web sales by Ice + Jam via their website, www.iceandjam.com. Ice + Jam is handling the complete sales process from order fulfillment to cash receipt and shipping. The retail sales product was offered in two presentations stand-alone and a gift wrapped three pack. The gift wrapping will be offered from time to drive the purchase of multiple units. The selling price is $5.00 for the single units and $15.00 for the gift wrapped three pack. Each retail order is additionally charged $3.77 to cover shipping and handling cost.

 

The Company currently has no backlog of orders. The Company has no established track record of sales to definitively site seasonality, but the Company expects higher sales in the winter months. The Company has not recognized any allowance for return of product. The Company expects actual product returns to be minimal and will recognize returns when they occur. If product returns become more than very occasional the Company will establish a reasonable allowance and record as a contra-sales item to derive nets sales relative to when product is sold. At December 31, 2018, the Company had no refund liability.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

Commissions earned under this contract with Tauriga Biz Dev Corp. will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK. As of December 31, 2018, there has been no sales and no revenue generated to date from this product line.

 

7

 

 

On June 29, 2018, the Company purchased four BLINK L–vel 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has secured the location for installation of these units and is in the process of installing them.

 

Tauriga total operating revenue of HERMAN® by sales channel

 

   For the three months ended December 31,   For the nine months ended December 31, 
Total Revenue by Sales Channel  2018   2017   Change   % Change   2018   2017   Change   % Change 
Wholesale  $-   $550   $(550)   -100%  $-   $550   $(550)   -100%
Retail   -                                    
single unit   -    310   $(310)   -100%   -    310.00    (310.00)   -100%
multipack   -    75   $(75)   -100%   -    75.00    (75.00)   -100%
Shipping   -    83   $(83)   -100%   -    83.00    (83.00)   -100%
Total  $-   $1,018   $(1,018)   -100%  $-   $1,018   $(1,018)   -100%

 

The Company has not entered into any contracts as of December 31, 2018 for the sale of Tauri-GumTM, and as a result has not recognized any sales for this product.

 

Cost of Goods Sold

 

The Company had realized a cost per item of $2.045 on its initial order of approximately 10,000 units. This cost was anticipated to continue to be constant until this batch of inventory is fully sold. Product defects that arose during the three months ended March 31, 2018 have forced the Company to fully impair the inventory value of $16,897. The Company believes that future order costs can be lowered through volume purchasing discounts, improved product routing and consistent proven product formulation. Also included in the cost of goods sold is the cost of postage and handling which the Company expects to remain constant in the short to mid-term future. Since shipping is on a per order basis as opposed to per unit and shipping has not been charged on the wholesale orders the sales mix can dramatically affect the cost of sales per unit cost.

 

   For the nine months ended 
   December 31, 2017 
Revenue  $1,018   $3.67 
Cost of goods sold (including shipping)   (649)   (2.34)
Gross margin  $369   $1.33 
Gross margin %          

 

The Company had no cost of goods sold for the three and nine months ended December 31, 2018, which resulted no gross profit for those periods.

 

Research and Development Expenses

 

For the three and nine months ended December 31, 2018, the Company had research and development expense $1,150 and $1,150 compared to $4,543 and $8,543 for the same period in the prior year. The costs in the current fiscal year are related to the development around intellectual property relative to Tauri-GumTM. The costs from the three and nine months ended December 31, 2017 were related to graphics design for HerMan®.

 

General and Administrative Expenses

 

For the three months ended December 31, 2018, general and administrative expenses were $200,722 compared to $519,691 for the same period in the prior fiscal year. This decrease of $318,969 was driven by the significantly higher legal fees of $292,156 in the prior year related to the legal settlement as well as recognition of lower stock-based compensation expense issued for services in the prior year offset by higher compensation expense during the three months ended December 31, 2018.

 

For the nine months ended December 31, 2018, general and administrative expenses were $719,035 compared to $1,620,850 for the same period in the prior fiscal year. This decrease of $901,815 was driven by the recognition of lower stock-based compensation expense issued for services in the amount of $430,466 and lower legal fees of $347,276 offset by higher compensation expense, accounting fees, travel expense and rent during the nine months ended December 31, 2017.

 

Other Income (Expense)

 

For the three months ended December 31, 2018, other expense was $175,894 compared to other income of $2,094,114 for the same period in the prior fiscal year. The decrease in net other income was largely the result of the lawsuit settlement in the amount of $2,050,000 in addition to a gain on the settlement of debt in the amount of $532,524 offset by and increased loss on trading securities of $292,067. During the three months ended December 31, 2018 the Company also realized $98,144 less interest expense which was offset by $27,975 loss on the conversion of debt as well as $49,596 unrealized loss on trading securities.

 

For the nine months ended December 31, 2018, other income was $244,171 compared to other expense of $1,966,672 for the same period in the prior fiscal year. The decrease in net other income for the current period was mainly due to the gain from legal settlements in the prior year of $2,053,000 as well as gain on the prior year settlement of debt in the amount of $532,534 offset by $522,692 gain on the sale of trading securities in the current year. The Company also had $202,870 lower interest in the current year.

 

Net Income (Loss)

 

For the three months ended December 31, 2018, the Company generated a net loss of $377,980 compared to net income of $1,569,815 for the same period in the prior fiscal year. The difference in the three months ended December 31, 2018 was primarily due to the gain on legal settlement in the amount of $2,050,000 as well as $532,524 gain on settlement of debt offset by a much narrower loss on the sale of trading securities as well as significantly lower interest expense and general and administrative expense.

 

For the nine months ended December 31, 2018, the Company generated a net loss of $476,746 compared to net income of $336,854 for the same period in the prior fiscal year. The difference in the three months ended December 31, 2018 was primarily due gain on legal settlement in the amount of $2,050,000 as well as a gain on the settlement of debt offset by much lower general and administrative expense as well as an unrealized gain in trading securities.

 

8

 

 

Liquidity and Capital Resources

 

During the year ended March 31, 2018, the Company had two substantial events occur dramatically affecting the Company’s liquidity. The Company launched its joint venture product as noted above, resulting in operations that the Company recognized its initial sales orders from and currently maintain inventory which was expected to translate in future product sales. In addition, the Company settled a lawsuit that it had brought, which was ongoing for more than one year. With the collection of proceeds from the lawsuit, the Company was able to settle long outstanding payables and reduce or eliminate outstanding convertible notes payable, as well as invest in trading securities to leverage its operating business. The result of this activity was that the Company has positive working capital of $149,147 as of December 31, 2018, operating expenses which are less than half of what they were for the same period in the prior year and dramatically less interest expense as a result of the ability to pay off a significant amount of debt.

 

The Company does not believe that the current line of business can achieve more than nominal sales and will not result in profitable operations, as well as not sustaining cash flow to operate the Company for a period of twelve months. The Company’s purchase of BLINK charging stations and the subsequent generation of revenue as a result of retail location placement is not expecting to achieve more than nominal sales. With the product launch of Tauri-GumTM the Company still does not expect to generate enough sufficient cash flow to sustain profitable operations over the next twelve months. Management’s plans with respect to this include the raising of capital through equity markets to fund future operations, cultivating new license agreements, acquiring whole or majority ownership in technology or other attractive industry companies – each in an effort to bolster our operations and future revenue prospects. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives.

 

In order to have better access to capital and to manage a more manageable capital structure, the Company effectuated a 75 for 1 reverse split, which was effective July 9, 2018. The Company has also successfully applied for and completed an up-listing as OTCQB:TAUG effective July 30, 2018.

 

The Company had $311,476 in outstanding notes payable, net of discounts at December 31, 2018. The Company has a $90,000 note with a Company which remains past due, but which is contested (see NOTE 8, item (a) for further description of this contested payable). Additionally, the Company has two convertible notes, funded in October 2018 and December of 2018 with maturity dates from August to October of 2019. The proceeds of $180,000 from the October 2018 note were used in part to repay other notes payable as well as funding operations and start-up costs for Tauri-GumTM.

 

The Company will continue to attempt to raise capital to support its operating expenses, acquire new license agreements or acquire ownership interests in technology, life science or other attractive companies to generate adequate revenues to fully support on-going and future operations.

 

At December 31, 2018, the Company had $10,305 in cash compared to $12,291 at March 31, 2018. The Company’s reported cash position of $10,305 as of December 31, 2018 is exclusive of all marketable securities held by the Company. Inclusive of cash and securities, the Company has $466,767 as of December 31, 2018. The Company’s $15,000 investment other in a private company, Küdzoo, as well as $35,000 invested in Serendipity Brands LLC is not reflected in the total of cash and securities.

 

Cash Flows

 

Net cash used in operating activities amounted to $533,154 for the nine months ended December 31, 2018 compared to $660,190 provided by operating activities for the nine months ended December 31, 2017.  During the nine months ended December 31, 2018, cash used in operations included a loss of $476,746. During the nine months ended December 31, 2017, the cash provided by operations included a net income of $336,854.

 

During the nine months ended December 31, 2018, we had $431,418 cash provided by investing activities compared to $483,109 used in the same period in the prior fiscal year, primarily as a result of the receipt of net proceeds from the sale of trading securities in the amount of $477,631 as well as the proceeds from the sale of digital currency in the amount of $16,177 offset by the purchase of equipment of $12,390 and $50,000 investments in two private companies. In the nine months ended December 31, 2017, the Company purchased equipment in the amount of $3,109 as well as $480,000 used for the purchase of marketable securities.

 

During the nine months ended December 31, 2018, $99,750 was provided from financing activities through the net proceeds from convertible notes compared to $537,700 provided in the same period in the prior fiscal year. During the nine months ended December 31, 2018, the Company received $240,750 proceeds from convertible notes offset by $141,000 of notes payable principal. In the nine months ended December 31, 2017, the Company received proceeds from the sale of common stock in the amount of $299,600 and $499,100 from the issuance of convertible notes offset by $261,000 of repayments of notes payable. 

 

We do not believe that our cash on hand at December 31, 2018 will be sufficient to fund our current working capital requirements as we try to develop a new business line. We will continue to seek additional equity financing. However, there is no assurance that we will be successful in our equity private placements or if we are that the terms will be beneficial to our shareholders.

 

9

 

 

Going Concern Qualifications

 

In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle a number of its long outstanding payables and was able to pay certain of its convertible notes payable, as well as invest in trading and non-trading securities to leverage its operating business. As a result of these two events, the Company was able to rely much less on third-party borrowing during most of the fiscal year while continuing to develop its business. As a result of some of these investments, the Company was able to recognize other income of $151,605, that partially offset their operating losses, resulting in a net loss in the amount of $476,746 for the nine months ended December 31, 2018 compared to a net income of $336,854 for the same period in the prior year as a result of the lawsuit settlement. Also, as a result of this activity the Company had a working capital surplus of $149,147 at December 31, 2018 compared to $367,760 at March 31, 2018. The Company has, however, needed to take on more debt leading up to the launch of Tauri-gumTM. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets and convertible debt offerings to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK or Tauri-GumTM. In addition, the Company, uplisted to the OTC:QB effective July 30, 2018 to have easier access to capital through larger investors. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are successful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Off-Balance Sheet Arrangements

 

We currently have one off balance sheet arrangement.

 

On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note (the “Back-End Note”) is initially paid for by an offsetting promissory note issued by Adar Alef, LLC to the Company (the “Note Receivable”). The terms of the Back-End Note require cash funding prior to any conversion thereunder. The Note Receivable is due December 20, 2019, unless certain conditions are not met, in which case both the Back-End Note and the Note Receivable may both be cancelled. Both the First Note and the Back-End Note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This Note may not be prepaid after the six-month anniversary of the Issuance Date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

Not applicable

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and chief financial officer to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

 

  1. Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and
     
  2. Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

 

To remediate our internal control weaknesses, management would need to implement the following measures:

 

● The Company has hired a chief financial officer but would need to add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
   
● Upon the hiring of additional accounting personnel, the Company would develop and maintain adequate written accounting policies and procedures.

 

Currently, management does not have the resources nor will it in the near to mid-term future to accomplish these goals.

 

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

 

Changes in Internal Control over Financial Reporting

 

As of December 31, 2018, the Company has an Audit Committee. Director, Thomas Graham is the Audit Committee Chair.

 

Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of January 28, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

 

ITEM 1A. RISK FACTORS.

 

The Company is attempting to enter a new line of business which is highly competitive and if not a regulated today it may be regulated in the future.

 

Entering a new line of business has many risks including obtaining sufficient capital to cover startup expenses and to continue to fund operations until sales are sufficient to fund ongoing operations. A new business line may never generate significant revenues, bring products to market or have enough sales to be profitable, as the case may be. With respect to any new line of business, including our entry into the CBD line of products vis-a-vis our Tauri-GumTM product, we may have competitors that are better established in the market, have greater experience with such line of business or have greater resources than we do. We anticipate that products will be developed for and distributed to the retail market, but there can be no guaranty that sufficient revenue to support operations will ever be generated. Furthermore, we have limited experience in marketing consumer products, including lip balm and chewing gum products, and may have limited experience with respect to any other line of business we may enter into as we seek to expand our operations. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues and market share or in the positioning of our products. There are no assurances that competition in our respective industries will not lead to reduced prices for our products. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

 

Although we believe that our products and processes do not and will not infringe upon the patents or violate the proprietary rights of others, it is possible such infringement or violation has occurred or may occur, which could have a material adverse effect on our business.

 

We are not aware of any infringement by us of any person’s or entity’s intellectual property rights. In the event that products we sell or processes we employ are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify our products or processes or obtain a license for the manufacture and/or sale of such products or processes or cease selling such products or employing such processes. In such event, there can be no assurance that we would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon our business.

 

There can be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. If our products or processes are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, we could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also have a material adverse effect on our business and our financial condition.

 

We may not be able to effectively manage our growth or improve our operational, financial, and management information systems, which would impair our results of operations.

 

Our ability to grow successfully requires an effective planning and management process. In the near term, we intend to expand the scope of our operations activities significantly. If we are successful in executing our business plan, we will experience growth in our business that could place a significant strain on our business operations, finances, management, and other resources. The factors that may place strain on our resources include, but are not limited to, the following:

 

  ● The need for continued development of our financial and information management systems;
  ● The need to manage strategic relationships and agreements with manufacturers, distributors, customers, and partners; and
  ●

Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage our business.

 

Additionally, our strategy envisions a period of growth that may impose a significant burden on our administrative, infrastructure and operational resources. Our ability to effectively manage growth will require us to substantially and timely expand the capabilities of our administrative and operational resources and to attract, train, manage, and retain qualified management and/or other personnel. There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.

 

We cannot provide assurances that our management will be able to manage this growth effectively, efficiently or in a timely manner. Our failure to successfully manage growth could result in our sales not increasing commensurately with capital investments or otherwise materially adversely affecting our business, financial condition, results of operations or future prospects. Our controls, systems, procedures and resources are currently not adequate to support a changing and growing company.

 

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We are and will be dependent on the popularity of consumer acceptance of our product lines, including Tauri-GumTM.

 

Our ability to generate revenue and be successful in the implementation of our business plan is dependent on consumer acceptance and demand of our product lines, including Tauri-GumTM. Acceptance of our products will depend on several factors, including availability, cost, familiarity of product benefits, convenience, effectiveness, safety, and reliability. If customers do not accept our products, or if we fail to meet customers’ needs and expectations adequately, our ability to continue generating revenues could be reduced or otherwise materially impacted.

 

Federal regulation and enforcement may adversely affect the implementation of cannabis laws and regulations may negatively impact our business operations, revenues and profits.

 

Currently, there are 33 states in the United States, plus the District of Columbia, that have laws and/or regulations that recognize, in one form or another, medical benefits or other uses for cannabinoid (CBD) infused or cannabis related products. These states have also passed laws governing the use and sale of cannabis products and others are considering similar legislation. Our Tauri-GumTM product line does not contain psychoactive substances also present in the cannabis plant, such as Tetrahydrocannabinol or THC.

 

Nonetheless, at least some provisions of these state laws are in direct conflict with the United States Federal Controlled Substances Act (21 U.S.C. § 811) (“CSA”), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug, which is viewed as having a high potential for abuse, has no currently-accepted use for medical treatment in the U.S., and lacks acceptable safety for use under medical supervision. Under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Uncertainty remains the rule under the CSA. There is disagreement between the government and the courts regarding the precise scope of the CSA. Some courts have held that CBD is excluded from the CSA, which they believe, only covers the THC chemical. Others have held that CBD is covered by the CSA when it is derived from the cannabis plant. On December 20, 2018, the Agricultural Improvement Act of 2018 (the “2018 Farm Bill”) legalized the cultivation and production of hemp, a variation on the cannabis plant that contains CBD but less than 0.3% THC (the psychoactive chemical of the cannabis plant), providing at least some certainty about sources of legal CBD.

 

Unless and until Congress amends the CSA to clarify precisely what is covered by the CSA, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law against us despite our efforts to source our products from legal sources, and we may be deemed to be producing and/or dispensing marijuana-based products in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus directly or indirectly, and adversely, affect our business, operations, revenues and any profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain.

 

In an effort to provide guidance to federal law enforcement, the DOJ had previously issued guidance regarding marijuana enforcement to all United States Attorneys in a memorandum from then Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provided that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way; however, on January 4, 2018, the U.S. Attorney General of the Department of Justice revoked the Ogden Memo and the Cole Memos.

 

The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits. Furthermore, H.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states from implementing their own laws that authorized the use, distribution, possession, or cultivation of medical marijuana.

 

Cannabis and Cannabis products remains illegal under federal law.

 

Cannabis/Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana can be enforced independent of state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan, especially in respect of our marijuana cultivation, production and dispensaries. In addition, our assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.

 

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Variations in state and local regulation, and enforcement in states that have legalized cannabis, may restrict cannabis-related activities, which may negatively impact our revenues and prospective profits.

 

Individual state laws do not always conform to the federal standard or to other states' laws. States that have decriminalized marijuana have created legal regimes, structures, and rules related to the use, cultivation, manufacture, distribution, transportation, and sale of medical cannabis and related products. These legal regimes often require companies to apply for and be awarded a license in order to operate a cannabis business operation. We plan to operate our cannabis business as a white label operation, however, if we are deemed to be operating our business without a required license this could impact our ability to maintain this business or subject us to significant penalties, fees, fines, or other financial consequences. If our partners lose their license this could also significantly impact our revenues as a result of lost profits while we sought out new partners or waiting for current partners to become compliant.

 

State laws and regulations are also still in flux as states figure out how best to regulate new products. State laws may change in unexpected ways that could result in our partners losing their license, being forced to change their products or services, or raise prices, all of which could impact our revenues and prospective profits.

 

State laws may prohibit white labeling, which would force us to abandon our current business strategy with regard to our CBD products or rework our current relationships with our partners, which would significantly impact our revenues and prospective profits.

 

Laws regarding the transportation of Cannabis may change

 

Transportation of cannabis is governed by both state and federal law. The interaction between these two legal regimes creates legal and practice difficulties in getting products to market. Changes in state law related to the transportation of cannabis may significantly impact our ability to get products to market or may raise the cost of doing so, which would impact our revenue and potential profits. Both state and federal law make it illegal to transport cannabis products across state lines. Any accidental or intentional transportation of our products across state lines could, therefore, result in significant consequences including loss of a state issues license or permit, financial penalties, seizure of our products, and prosecution for the illegal transportation of a Schedule I substance. These consequences may impact our revenues, potential profits, or ability to continue operating in this line of business.

 

Prospective customers may be deterred from doing business with a company with a significant nationwide online presence because of fears of federal or state enforcement of laws prohibiting possession and sale of medical or recreational marijuana.

 

Our website is visible in jurisdictions where medicinal and adult use of marijuana is not permitted and, as a result, we may be found to be violating the laws of those jurisdictions. Having to block access to our website in certain jurisdictions may negatively impact our visibility and ability to secure partnerships with companies or engage consumers in those areas.

 

Tax laws related to cannabis may impact our ability to generate revenue or potential profits.

 

Section 280E of the Internal Revenue Code prohibits marijuana businesses from deducting their ordinary and necessary business expenses, forcing us to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a marijuana business depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, our marijuana business may be less profitable than it could otherwise be.

 

State tax laws are also changing. Even though state taxes are already high, many local jurisdictions are imposing heavy additional taxes either as a disincentive for cannabis companies to operate there or in order to cash in on the growing number of cannabis companies paying taxes. These taxes may overwhelm our partner companies causing them to go out of business or raise prices for their services, which in turn may impact our revenues and profits by forcing us to find different partners in more tax friendly areas or pay higher prices.

 

If we incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer.

 

Our participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcement actions could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability, and growth prospects. We have not been, and are not currently, subject to any material litigation, complaint, or enforcement action regarding cannabis or cannabis products (or otherwise) brought by any federal, state, or local governmental authority. However, should we become the subject of litigation, the cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. We don’t currently carry litigation liability insurance, and, therefore, the Company could be significantly financially burdened by legal claims, litigation or administrative proceedings against us.

 

We may have difficulty accessing the service of banks, which may make it difficult for us to operate.

 

Since the use of marijuana and certain cannabis products is illegal under federal law, some banks may not accept for deposit funds from businesses involved with the cannabis industry. Consequently, businesses involved in this industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain bank accounts may make it difficult for us to operate our medical and adult use marijuana businesses. If any of our bank accounts are closed, we may have difficulty processing transactions in the ordinary course of business, including paying suppliers, employees and landlords, which could have a significant negative effect on our operations.

 

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We may be classified as an inadvertent investment company. 

 

We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. Under the Investment Company Act of 1940, as amended (the “1940 Act”), however, a company may be deemed an investment company under section 3(a)(1)(C) of the 1940 Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis.

 

As a result of our December 13, 2017 purchase of shares of Vistagen Therapeutics Inc. (NASDAQ: VTGN), and all of the subsequent investments the Company has made in public and privately held companies in the past year, the investment securities presently held by us exceeds 40% of our total assets, exclusive of cash items and, accordingly, we are currently an inadvertent investment company. As of December 31, 2018 the Company holds common stock in four companies and warrants exercisable for common stock in two companies. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the 1940 Act. One such exclusion, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. For us, this grace period began on November 29, 2017 when we were paid aggregate consideration of $2,050,000 in settlement of our litigation with Cowan, Gunteski & Co., P.A., et al., and thus cash exceeded greater than 50% of our total assets. We are taking actions to cause the investment securities held by us to be less than 40% of our total assets, which may include acquiring assets with our cash on hand, consummating a significant merger/acquisition transaction, or liquidating our investment securities. We also may seek a no-action letter from the SEC if we are unable to acquire sufficient non-securities assets or liquidate sufficient investment securities in a timely manner.

 

As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

 

Classification as an investment company under the 1940 Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the 1940 Act regime. The cost of such compliance would result in the Company incurring substantial additional expenses and could result in the complete cessation of our operations, and the failure to register if required would have a materially adverse impact to conduct our operations.

 

Product tube defect of our HerMan® product line may cause us to not be able to successfully bring our product to market with profitable operations.

 

There is no guarantee that we will ever be able to satisfactorily resolve our HerMan® product tube defect issue with the vendor which may cause our joint venture with Ice + Jam to bear substantial non-recoverable losses. We may not be able to successfully resume operations if we cannot come to a satisfactory resolution with our current supplier. Further, if we need to source and qualify a new supplier for our HerMan® product, there may be substantial expenses as well as further significant time delay if we were forced to find and qualify a new supplier for our product. Management may decide that this joint venture is not profitable to continue if we cannot resolve these issues in a timely and efficient manner. The Company is still in the process of trying to resolve the packaging issue and cannot determine the impact that it will have on future revenue. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

The Company has multiple convertible notes having cross default provisions.

 

Multiple notes issued by the Company contain provisions where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. Should the Company for some reason default on one of its debt instruments, exercisable securities or convertible notes, if those instruments are not promptly cured other debt instruments or agreements could be caused, claimed or deemed to be in default, significantly increasing the principal amounts, amount of stock issuable and calculated interest rates thereunder.

 

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Production expenses for our HERMAN® product may not decrease, and the product has significant concentration of customers and vendors.

 

During the quarter ended December 31, 2017, the Company launched HERMAN® lip balm product; however, in February of 2018, the Company’s strategy with respect to the HERMAN® product was materially negatively impacted by a series of product defects relating to the twisting mechanism of the lip balm tube. The Company promptly made the decision to work with the manufacturer to attempt to address and fix this defect issue (which the Company believes had affected approximately 30% of the initial product batch). This issue significantly increases the risk associated with this business opportunity and there can be no guarantee that this will be satisfactorily solved. Primarily as a result of this mechanical issue, the Company had no sales of the HERMAN® product during the nine-months ended December 31, 2018 and 2017. The Company has since removed the product from the website. As a result, the Company had written off the remaining inventory of $16,897 as of the quarter ended March 31, 2018 as it determined that the units are not usable. The Company is currently assessing whether it will continue to expend additional time and money into this product line and intends to come to a decision in this regard by the end of the Company’s fiscal year ending March 31, 2019.

 

There can be no assurance that previously interested clients, potential clients or distributors will continue to be interested, order in similar quantities to those requested, or if we will produce and sell the HERMAN® product.  Failure to retain this product line clients or obtain reasonably successful sale levels could adversely impact our revenues, if any. In addition, the vendor who previously handled this product formulation and filling the plastic tubes that house the product represented 51.8% of the cost of goods sold cost for the HERMAN® product.  If the Company restarts this product line and we were to have a disruption with this vendor, it could take time to replace that function, which could result in the Company having a significant delay or being unable to produce additional product, or in a timely fashion, which may increase our cost of goods. Since the manufacturing and assembly portion of our product life cycle are so concentrated in so few vendors we are exposed to significant risk to disruption of our supply of product. This risk can and has significantly affected our ability to supply this product to market. Issues of product quality have caused us such delays that we have not had product to sell and we may not be able to bring this product back to market.

 

We may need to increase our authorized shares of common stock under our articles of incorporation

 

In the future, we may need to amend our articles of incorporation to increase the number of shares of common stock that we are authorized to issue, reserve or otherwise offer. Such an amendment will require that the Company hold a meeting of its stockholders, reach quorum at such meeting (either in person or by proxy), which, under applicable Florida statute, in part requires the vote of a minimum of 50% plus one of our issued and outstanding shares of common stock as of the record date set for such stockholder meeting, the approval of a majority of the stockholders eligible to cast a vote at such stockholder meeting, and the satisfaction of such other rules and regulations for noticing and holding such a stockholder meeting under the Florida Business Corporation Act, pursuant to Regulation 14A of the SEC, and such other applicable rules and regulations.

 

We currently do not have sufficient shares authorized to satisfy the conversion and reservation of shares obligations of the purchase agreement and convertible note issued and entered into by the Company in January 2019; however, the convertible debt instruments provide that we have until April 15, 2019 to hold a stockholder meeting at which we have obtained the required quorum and approval of our stockholders described above. The failure to obtain such necessary approval to increase our authorized common stock could materially and negatively impact the Company and its stockholders, including a decrease in the price of our trading common stock, triggering a default and/or cross-default under our outstanding debt and convertible instruments (if not timely cured), a significant decrease in the conversion price and increase in the number of shares of common stock issuable thereunder, a default annual interest rate of 24%, among other material negative impacts. The complete terms of our purchase agreement, convertible debt instruments and related agreements are included as exhibits to our SEC filings.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

On October 22, 2018, the Company settled a note with an individual for $25,500 cash and 1,000,000 common shares. The note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. As of September 30, 2018, this note accrued interest of $7,026 (and $7,098 as of October 22, 2018). The Company for its third fiscal quarter ended December 31, 2018, will be recording a loss on the conversion of this note in the approximate amount of $30,000.

 

On October 24, 2018, the Company issued 1,750,000 commons share under a consulting contract for services to be rendered for the one-year period October 1, 2018 through September 30, 2019.

 

On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a securities purchase agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which will be reflected as interest expense in the Company’s condensed consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 will be deducted from cash proceeds of the note payable to investor’s counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. The funds from this offering will be used to fund operations, make the second payment on the first production run of Tauri-GumTM inventory and to start the process of increasing the authorized shares by amending the articles of incorporation.

 

On January 8, 2019 the Company entered into a security purchase agreement with an accredited investor to purchase 1,000,000 shares at $0.02 for a purchase price of $20,000. As of this report date the shares have not been issued. The proceed from stock sales were used in on going operation.

 

On January 11, 2019, the Company entered into a twelve-month consulting agreement with a consultant for services to be rendered in exchange for $2,000 cash and 1,250,000 shares of the Company’s restricted common stock. The shares of stock have a value of $61,875 ($0.0495 per share) based on the closing price of the Company’s stock on the date of the agreement. As of this report date the shares have not been issued. The consultant will assist the Company with customer acquisition, identifying potential investors and merger and acquisition candidates for the Company.

 

16

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

As of this report date, the Company was in default of an 11.5% debt facility with Alternative Strategy Partners PTE Ltd. (“ASP”) dated September 23, 2015 of a non-convertible note with a balance of $90,000, for the failure to make timely payment as per agreed on December 23, 2015. As a result of the default this note, this note bears an 18% interest rate. The Company has not received any default notices from ASP as of July 31, 2017. Additionally, the Company is currently in negotiations to settle all remaining obligations due to ASP under this $90,000 face value debenture.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable

 

ITEM 5. OTHER INFORMATION.

 

On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a securities purchase agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which will be reflected as interest expense in the Company’s condensed consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 will be deducted from cash proceeds of the note payable to investor’s counsel. Under the note the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter at all times reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of this note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future , for the fifteen prior trading days including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note.

 

During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the Note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date.

 

Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this Note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-month anniversary of the note, then the holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the Holder may elect to convert future conversions at $0.05 per share.

 

The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and note. Eagle Equities further agrees that until the earlier to occur of (i) the increase in the Company’s authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the note or seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder.

 

17

 

 

ITEM 6. EXHIBITS.

 

Exhibit 10.1   Convertible note dated October 25, 2018 for $180,000 with GS Capital, LLC (1)
     
Exhibit 10.2   Securities Purchase Agreement with GS Capital, LLC dated October 25, 2018 concerning the $180,000 convertible note (1)
     
Exhibit 10.3   Settlement agreement dated, October 23, 2018, with individual note holder for $15,000 convertible note (1)
     
Exhibit 10.4  

Convertible note consummated January 23, 2019 for $62,000 with Eagle Equities LLC (2)

     
Exhibit 10.5  

Securities Purchase Agreement with Eagle Equities LLC consummated January 23, 2019 concerning the $62,000 convertible note (2)

     
Exhibit 10.6  

Side letter agreement dated January 18, 2019 to the $62,000 Convertible note with Eagle Equities LLC consummated January 23,2019 (2)

     
Exhibit 10.7   Securities purchase agreement with Adar Alef dates December 20, 2018 (2)
     
Exhibit 10.8   One year 8% Convertible note with Adar Alef dates December 20, 2018 (2)
     
Exhibit 10.9   One year 8% Convertible back-end note with Adar Alef dates December 20, 2018 (2)
     
Exhibit 10.10   Collateralized secured promissory note from Adar Alef dated December 20, 2019 (2)
     
Exhibit 10.11  

Manufacturing agreement with Per Os Biosciences dated December 28, 2018 (2)

     
Exhibit 10.12  

January 11, 2019 consulting agreement for 1,250,000 restricted common shares (2)

     
Exhibit 10.13   Securities purchase agreement dated January 8, 2019 for 1,000,000 shares at $0.02 (2)
     
Exhibit 31.1   Certification of Chief Executive Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
Exhibit 31.2   Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
Exhibit 32.1   Certification of Principal Executive Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
     
Exhibit 32.2   Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

Exhibit 101    
     
101.INS   - XBRL Instance Document
     
101.SCH   - XBRL Taxonomy Extension Schema Document
     
101.CAL   - XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   - XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   - XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   - XBRL Taxonomy Extension Presentation Linkbase Document

 

  (1) Filed by reference on form 10Q October 31, 2018
  (2)

Filed herewith

 

18

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  TAURIGA SCIENCES, INC. (Registrant)
     
Date: January 29, 2019 By: /s/ Seth M. Shaw
    Seth M. Shaw
    Chief Executive Officer
     
  By: /s/ Kevin P. Lacey
    Kevin P. Lacey
    Chief Financial Officer

 

19

 

 

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end EX-10.4 3 ex10-4.htm

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

US $62,000.00

 

TAURIGA SCIENCES, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE JANUARY 15, 2020

 

FOR VALUE RECEIVED, Tauriga Sciences, Inc. (the “Company”) promises to pay to the order of EAGLE EQUITIES, LLC and its authorized successors and Permitted Assigns, defined below, (“Holder”), the aggregate principal face amount SIXTY-TWO THOUSAND DOLLARS exactly (U.S. $62,000.00) on January 15, 2020 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on January 15, 2019. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 91 Shelton Ave, Suite 107, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

 

 
 

 

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”), applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

 

4. (a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 65% of the Average of the two lowest Closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the Fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).

 

 
 

 

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c) During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows:

 

Date   Amount
0-30 days   115% * (P+I)
31-60 days   120% * (P+I)
61-90 days   125% * (P+I)
91-120 days   130% * (P+I)
121-180 days   135% * (P+I)

 

This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void.

 

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

 
 

 

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8. If one or more of the following described “Events of Default” shall occur:

 

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d) The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

 
 

 

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

(h) Defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i) The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

 

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

(m) The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

 

(n) The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

 

 
 

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the parties agree that damages shall be difficult to determine and agree on liquidated damages in the amount of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. The agreed liquidated damages shall increase to $500 per day beginning on the 10th day. In the event of a breach of Section 8(n), the parties agree that damages shall be difficult to determine and hereby agree to an increase of the outstanding principal amounts by 20% as a liquidated damages payment. In case of a breach of Section 8(i), the parties agree that damages will be difficult to determine and agree that the outstanding principal due under this Note shall increase by 50% as a liquidated damages payment. If this Note is not paid at maturity, or within 10 days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

 

Failure to Deliver Loss = [(Highest VWAP for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

 

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

 
 

 

11. The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a “shell issuer.

 

12. The Company shall issue irrevocable transfer agent instructions reserving sufficient shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

 

13. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

14. This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

 
 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: January 15, 2019

 

  Tauriga Sciences, Inc.
     
  By:  
  Name: Seth Shaw
  Title: CEO

 

 
 

  

 EX-10.5 4 ex10-5.htm

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 15, 2019, by and between TAURIGA SCIENCES, INC., a Florida corporation, with headquarters located at 555 Madison Avenue, 5th Floor, New York, NY 10022, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 91 Shelton Ave, Suite 107, New Haven, CT 06511 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $62,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall be paid for by the Buyer as set forth herein.

 

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1. Purchase and Sale of Note.

 

a. Purchase of Note. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchas e Price.

 

_____

Company Initials

 

 

 

c. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about January 15, 2019, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors” in order to qualify as prospective transferees, permitted assignees in the case of Buyer’s or Holder’s transfer, assignment or sale of the Note.

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

 

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e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act will be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, and that legend removal is appropriate, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

j. No Short Sales. Buyer/Holder, its successors and assigns, agrees that so long as the Note remains outstanding, neither the Buyer/Holder nor any of its affiliates shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

 

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

5
 

 

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Exchange (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETS in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

f. Absence of Litigation. Except as disclosed in the Company’s Periodic Report filings with the SEC, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

g. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

h. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

 

6
 

 

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

 

j. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

 

k. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

 

4. COVENANTS.

 

a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

 

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Note Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”), or the New York Stock Exchange (“NYSE”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETS and any other markets on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.

 

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c. Corporate Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.

 

d. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

e. Restricted Stock. As additional consideration for the purchase of the Note, upon closing, the Company shall issue to the Buyer 500,000 shares of restricted Common Stock to Eagle Equities, LLC.

 

f. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

 

5. Governing Law; Miscellaneous.

 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

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b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

 

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

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If to the Company, to:

TAURIGA SCIENCES, INC.

555 Madison Avenue, 5th Floor
New York, NY 10022

Attn: Seth M. Shaw, CEO

 

If to the Buyer:

EAGLE EQUITIES, LLC

91 Shelton Ave, Suite 107
New Haven, CT 06511
Attn: Yakov Borenstein

 

Each party shall provide notice to the other party of any change in address.

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified person”, any “permitted assigns”, or “prospective transferee” that acquires or purchases Note Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company with Buyer’s Opinion of Counsel. A qualified person is an “accredited investor” transferee, assignee, or purchaser of the Note who succeeds to the Holder’s right, title and interest to all or a portion of the Note accompanied with an Opinion of Counsel as provided for in Section 2(f).

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

l. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

TAURIGA SCIENCES, INC.  
     
By:    
Name: Seth M. Shaw, CEO  
     
EAGLE EQUITIES, LLC  
     
By:    
Name: Yakov Borenstein  
Title: Manager  

 

AGGREGATE SUBSCRIPTION AMOUNT:  $62,000.00 
Principal Amount of Note:     
Aggregate Purchase Price:  $62,000.00 
Note: $62,000.00, less $2,000.00 in legal fees     

 

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 EX-10.6 5 ex10-6.htm

 

 

January 15, 2019

 

ClearTrust, LLC

16540 Pointe Village Dr, Ste 205

Lutz, FL 33558

 

Ladies and Gentlemen:

 

Tauriga Sciences, Inc., a Florida corporation (the “Company”), and Eagle Equities, LLC (the “Investor”) have entered into a Securities Purchase Agreement (“SPA”) dated January 15, 2019, providing for the issuance of an 8% Convertible Promissory Note with a principal amount of $62,000.00 (“Note”), referred to herein as the ‘Note’, as well as a side letter (the “Side Letter”, a copy of which has been provided to you as Transfer Agent) incorporated into and amending the terms of the SPA and Note.

 

You as Transfer Agent are hereby irrevocably authorized and instructed in accordance with the terms of the Side Letter, that upon the earlier to occur of Company obtaining shareholder approval to amend its articles of incorporation to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of the Investor under the SPA, or April 15, 2019, to reserve a specified number of shares of common stock (“Common Stock”) of the Company (initially, 4,000,000 shares of Common stock, until such time that authorized share increase is approved by shareholders whereby the reserve shall be increased to 18,500,000 shares of common stock on or before April 15, 2019) for issuance upon full conversion of the Note in accordance with the terms thereof. In the event of a stock split the reserve will be automatically adjusted with the same ratio as the stock split. The Investor or the Company shall have the right to periodically request that the number of reserved shares be increased so that the number of reserved shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The Company and Investor understand that the Transfer Agent will only increase the reserve if authorized unissued shares are available and have not been previously reserved. Further, conversions will only be processed should there be sufficient unissued, but authorized shares available.

 

 
 

 

The ability to convert the Note in a timely manner is a material obligation of the Company pursuant to the Note, except as provided for and subject to the terms of the Side Letter. You have the right to rely on each notice of conversion (“Conversion Notice”) as presented, and have no responsibility to verify the conversion formula used. Provided you are acting as Transfer Agent at the time, your firm is hereby irrevocably authorized and instructed to within three (3) Trading days issue shares of Common Stock of the Company to the Investor without any further action or confirmation by the Company upon your receipt from the Investor of: (i) a Conversion Notice executed by the Investor; (ii) any other supporting documentation reasonably required by the Transfer Agent; (iii) opinion of counsel confirming that the shares to be issued have been registered and the Registration Statement is currently effective or an opinion of counsel of the Investor or the Company, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the Transfer Agent), to the effect that the applicable shares of Common Stock are not “restricted securities” as defined in Rule 144 and otherwise may be issued pursuant to Rule 144 under the Federal Securities Act of 1933, as amended (the “Securities Act”), without any transfer restrictions; and (iv) customary seller representation letter for sales made under Rule 144 signed by the Investor if applicable. Such shares should be issued and delivered, at the option of the Investor as specified in the Conversion Notice or similar instruction either (i) electronically if the Company is approved by The Depository Trust Company (“DTC”) for Deposit Withdrawal at Custodian (“DWAC”) processing by making the shares available in book-entry form for further credit to the beneficial Investor account at a participant broker with DTC through its DWAC system, provided the Investor causes its broker or bank to properly initiate a DWAC deposit, or (ii) in certificated form without any restrictive legend which would restrict the transfer of the shares provided however that if such shares are not registered for resale under the Securities Act or are not able to be sold under Rule 144 and you have not received an opinion of counsel that the issuance of the shares is exempt from registration under the Securities Act, then the issued certificates for such shares shall bear the following restrictive legend:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS AND SATISFACTORY TO THE TRANSFER AGENT THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

The unissued shares shall remain in the created reserve with you, the Transfer Agent, until the Investor and an authorized officer of the Company provide written instructions to you that the shares or any part of them shall be taken out of the reserve and shall no longer be subject to the terms of these instructions. In the event the Company delivers to ClearTrust, LLC and the Investor written “Notice to Vacate the Reserve” and the Investor does not respond within 10 calendar days to such notice, the Company and Transfer Agent will assume the Investor is in agreement with said notice and will take the shares or any part of them out of the reserve at the end of said 10 days, and the Transfer Agent shall no longer be subject to the terms of these instructions for any shares removed from the reserve. Written notice must be sent by the issuer via certified mail to the address of record for the Investor or by email to the Investor’s email address as stated in the last notice of conversion presented.

 

2
 

 

The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder. Such indemnification includes any claim made by the Company against you with respect to these instructions or the performance of your duties hereunder. You shall have no liability to the Company in respect of this, and you shall be entitled to rely in this regard on the advice of counsel.

 

The Board of Directors of the Company has approved the foregoing IRREVOCABLE INSTRUCTIONS. Company hereby confirms to you that no instruction other than as contemplated herein will be given to you by Company with respect to the matters referenced herein. Company hereby authorizes you, and you shall be obligated, to disregard any contrary instruction received by or on behalf of Company or any other person purporting to represent Company. At your sole discretion, you are also authorized to release any information you deem necessary towards the processing, clearing, and settlement of the shares arising from this reservation.

 

Notwithstanding any other provision hereof, Company and Investor understand that you shall not be required to perform any issuance or transfer of Conversion Shares if (i) such an issuance or transfer of Conversion Shares is in violation of any state or federal securities laws or regulations, or (ii) the issuance or transfer of Conversion Shares is prohibited or stopped as required or directed by an order of a court of competent jurisdiction. Additionally, Company and Investor understand that you shall not be required to perform any issuance or transfer of Common Stock if Company is in default of its payment obligations under its transfer agent service agreement (“the TA Agreement” with you; provided, however, that in such case Investor shall have the right to pay the obligations in default or otherwise resolve the deficiency in a manner satisfactory to the Transfer Agent. The Investor is responsible for all fees associated with the Conversion Notice, including but not limited to the issuance, delivery and transfer of shares, and acknowledges you will not act on a Conversion Notice without payment of fees owed.

 

The Company agrees that in the event that you resign or are terminated as the Company’s Transfer Agent, the Company shall engage a suitable replacement agent that will agree to serve as agent for the Company within five (5) business days. You reserve the right to resign as Transfer Agent at any time in accordance with the terms of your TA Agreement with the Company, and upon either voluntary resignation or termination by the Company, your obligations under this letter shall cease immediately and you shall have no further obligations to act under these instructions. Notwithstanding the forgoing, the Company acknowledges that you will complete any pending conversion request that is outstanding at the time of termination by either party.

 

This letter is governed by the laws of the state of Florida.

 

3
 

 

The Investor is intended to be and is a third-party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Investor.

 

  Very truly yours,
     
  Tauriga Sciences, Inc.
     
  By:
  Name: Seth M. Shaw
  Title: Chief Executive Officer

 

Acknowledged and Agreed:  
Eagle Equites, LLC  
     
By:    
Name:    
Title:    
     
Acknowledged and Agreed:  
ClearTrust, LLC  
     
By:    
Name: Matthew Luginbuehl  
Title: Operations Manager  

 

4
 

 

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 20, 2018, by and between TAURIGA SCIENCES, INC., a Florida corporation, with headquarters located at 555 Madison Avenue, 5th Floor, New York, NY 10022, (the “Company”), and Adar Alef, LLC, a New York limited liability company, with its address at 38 Olympia Ln, Monsey, NY 10952 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A, and B in the aggregate principal amount of $110,000.00 (comprised of the first note (“First Note”) being in the amount of $55,000.00, and the remaining note in the amount of $55,000.00, a “Back End Note”) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. Each Note shall contain a 10% OID such that the purchase price of the notes shall be $50,000.00 for the First Note and $50,000.00 for the Back End Note. The First Note shall be paid for by the Buyer as set forth herein. The Back End Note shall initially be paid for by the issuance of an offsetting

$50,000.00 secured note issued to the Company by the Buyer (a “Buyer Note”), provided that prior to conversion of the Back End Note, the Buyer must have paid off the Buyer Note in cash such that the Back End Note may not be converted until it has been paid for in cash by Buyer.

 

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1. Purchase and Sale of Note.

 

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

   
 

 

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c. Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about December 20, 2018, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Notes are repaid. The Closing of the Back End Note shall be subject to: (i) the price of the Company’s common stock shall not have dropped below $0.01 per share, for a any 5 consecutive trading days.

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Any of Buyer’s transferees, assignees, or purchasers must be “accredited investors” in order to qualify as prospective transferees, permitted assignees in the case of Buyer’s or Holder’s transfer, assignment or sale of the Note.

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

2

 

 

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made herein.

 

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) in the case of subparagraphs (c), (d) and (e) below, the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold, or transferred pursuant to an exemption from such registration, including the removal of any restrictive legend which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”); (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

3

 

 

g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act will be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, and (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, and that legend removal is appropriate, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

j. No Short Sales. Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the Buyer/Holder, the Buyer/Holder immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

 

 4  
 

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

 5  
 

 

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC marketplace (the “OTC MARKETPLACE”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETPLACE in the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

f. Absence of Litigation. Except as disclosed in the Company’s Periodic Report filings with the SEC, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

g. Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

 6  
 

 

h. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

 

i. Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

 

j. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

 

k. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

 

4. COVENANTS.

 

a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

 

b. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Note Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETPLACE or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”) or the New York Stock Exchange (“NYSE”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETPLACE and any other markets on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.

 

 7  
 

 

c. Corporate Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETPLACE, Nasdaq or NYSE.

 

d. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

e. Filings. The Company shall include all of the Notes in its next scheduled SEC filing whether that shall be a 10Q or a 10K.

 

f. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

 

5. Governing Law; Miscellaneous.

 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

 8  
 

 

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

 

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

TAURIGA SCIENCES, INC.

555 Madison Avenue, 5th Floor New York, NY 10022

Attn: Seth Shaw, CEO

 

If to the Buyer:

ADAR ALEF, LLC

38 Olympia Ln

Monsey, NY 10952 Attn: Aryeh Goldstein

 

Each party shall provide notice to the other party of any change in address.

 

 9  
 

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any “qualified person”, any “permitted assigns”, or “prospective transferee” that acquires or purchases Note Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company with Buyer’s Opinion of Counsel. A qualified person is an “accredited investor” transferee, assignee, or purchaser of the Note who succeeds to the Holder’s right, title and interest to all or a portion of the Note accompanied with an Opinion of Counsel as provided for in Section 2(f).

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

 10  
 

 

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

l. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

 11  
 

 

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

TAURIGA SCIENCES, INC.

 

By:  
Name:   Seth Shaw  
Title: CEO  

 

ADAR ALEF, LLC.

 

By:    
Name:   Aryeh Goldstein  
Title: Manager  

 

AGGREGATE SUBSCRIPTION AMOUNT:

 

Aggregate Principal Amount of Note: $110,000.00

 

Aggregate Purchase Price:

 

Note 1: $55,000.00, less $5,000.00 in OID, less $2,500.00 in legal fees

 

Back End Note: $55,000.00, less $5,000.00 in OID, less $2,500.00 in legal fees

 

 12  
 

 

 EX-10.8 8 ex10-8.htm

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

US $55,000.00

 

TAURIGA SCIENCES, INC.

8% CONVERTIBLE REDEEMABLE NOTE DUE DECEMBER 20, 2019

 

FOR VALUE RECEIVED, Tauriga Sciences, Inc. (the “Company”) promises to pay to the order of ADAR ALEF, LLC and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of Fifty Five Thousand Dollars exactly (U.S. $55,000.00) on De- cember 20, 2019 (“Maturity Date”) and to pay interest on the principal amount outstanding here- under at the rate of 8% per annum commencing on December 20, 2018 (“Issuance Date”). This Note contains an 10% OID such that the purchase price is $50,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding regis- tration and transfers of this Note. The principal of, and interest on, this Note are payable at 38 Olympia Lane, Monsey, NY 10952, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No ser- vice charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

 

   
   

 

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present- ment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form an- nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4. (a) The Holder of this Note is entitled, at its option, at any time after 6 months and full cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”) for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 busi- ness days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that “Chill” is in effect. All the terms set forth herein, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased to 9.99% on 61 days prior written notice).

 

 2 
 

 

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest outstanding after the six month anniversary of this Note, shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time after the six month anniversary of this Note, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c) During the first 6 months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This Note may not be prepaid after the 6 month anniversary of the Issuance Date. The redemption must be closed and paid for within 3 business days of the Company sending the re- demption demand or the redemption will be invalid and the Company may not redeem this Note.

 

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Com- pany with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re- demption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Com- pany shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassifica- tion, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego- ing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

 3 
 

 

5. No provision of this Note shall alter or impair the obligation of the Com- pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6. The Company hereby expressly waives demand and presentment for pay- ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8. If one or more of the following described “Events of Default” shall occur:

 

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f) Any governmental agency or any court of competent jurisdiction at the in- stance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

 4 
 

 

(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i) The Company shall have its Common Stock delisted from an exchange (in- cluding the OTC Market Exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

 

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

(m) The Company shall not be “current” in its filings with the Securities and Exchange Commission;

 

(n) The Company shall lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange); or

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without present- ment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion dis- count is 50% the Holder may elect to convert future conversions at $0.005 per share.

 

 5 
 

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in- cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

 

Failure to Deliver Loss = [(Highest VWAP for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Com- pany.

 

9. In case any provision of this Note is held by a court of competent jurisdic- tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad- justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for sala- bility of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

 6 
 

 

12. The Company shall issue irrevocable transfer agent instructions reserving 18,333,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

 

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

15. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

 7 
 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: 12/20/2018

 

  TAURIGA SCIENCES, INC.
     
  By:
  Title:

Seth M. Shaw, CEO

 

 8 
 

 

 EX-10.9 9 ex10-9.htm

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

US $55,000.00

 

TAURIGA SCIENCES, INC.

8% CONVERTIBLE REDEEMABLE NOTE
DUE DECEMBER 20, 2019
BACK END NOTE

 

FOR VALUE RECEIVED, TAURIGA SCIENCES, INC. (the “Company”) promises to pay to the order of ADAR ALEF, LLC and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of Fifty Five Thousand Dollars (U.S. $55,000.00) on December 20, 2019 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on December 20, 2018 (“Issuance Date”). This Note contains an 10% OID such that the purchase price is $50,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 38 Olympia Ln, Monsey, NY 10952, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No ser- vice charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

 

   

 

 

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present- ment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form an- nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4. (a) The Holder of this Note is entitled, at its option, at any time after 6 months and full cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”) for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 busi- ness days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that “Chill” is in effect. All the terms set forth herein, including but not limited to interest rate, prepayment terms, conversion discount or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any more favorable terms to any third party than those contained herein while this note is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased to 9.99% on 61 days prior written notice).

 

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(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c) This Note may not be prepaid, except that if this Note has not been cash paid, and if the $55,000 Rule 144 convertible redeemable note issued by the Company of even date herewith is redeemed by the Company within 6 months of the issuance date of such Note, all obligations of the Company under this Note and all obligations of the Holder under the Holder issued Back End Note will be automatically be deemed satisfied and this Note and the Holder issued Back End Note will be automatically be deemed cancelled and of no further force or effect.

 

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Com- pany with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re- demption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Com- pany shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassifica- tion, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego- ing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

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5. No provision of this Note shall alter or impair the obligation of the Com- pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6. The Company hereby expressly waives demand and presentment for pay- ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8. If one or more of the following described “Events of Default” shall occur:

 

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f) Any governmental agency or any court of competent jurisdiction at the in- stance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

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(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i) The Company shall have its Common Stock delisted from an exchange (in- cluding the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the re- moval of a restrictive legend; or

 

(l) The Company shall not replenish the reserve set forth in Section 12, within 5 business days of the request of the Holder; or

 

(m) Reserved; or

 

(n) Reserved; or

 

(o) The Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or

 

(p) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

 

Then, or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable de- faults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(p) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(o) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

 

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If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in- cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

 

Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Com- pany.

 

9. In case any provision of this Note is held by a court of competent jurisdic- tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad- justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a “144” opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

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12. Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its transfer agent via electric mail. The Com- pany will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

 

13. The Company will give the Holder direct notice of any corporate actions including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

15. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an orig- inal.

 

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: 12/20/2018

 

  TAURIGA SCIENCES, INC.
     
  By:
  Title: Seth M. Shaw, CEO

 

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 EX-10.10 10 ex10-10.htm

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

ADAR ALEF, LLC

COLLATERALIZED SECURED PROMISSORY NOTE

 

$50,000.00 Monsey, NY
  December 20, 2018

 

1. Principal and Interest

 

FOR VALUE RECEIVED, Adar Alef, LLC, a New York Limited Liability Company (the “Company”) hereby absolutely and unconditionally promises to pay to TAURIGA SCIENCES, INC (the “Lender”), or order, the principal amount of Fifty Thousand Dollars exactly ($50,000.00) no later than August 20, 2019, unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the rate of 8%.

 

2. Repayments and Prepayments; Security.

 

a. All principal under this Note shall be due and payable no later than August 20, 2019, unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.

 

b. The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.

 

c. This Note shall initially be secured by the pledge of the $55,000.00 8% convertible promissory note issued to the Company by the Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral with an appraised value of at least $50,000.00, by providing 3 days prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $50,000.00 in cash shall not require the approval of the Lender. All collateral shall be retained by Investors Counsel Attorneys, P.C., which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.

 

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3. Events of Default; Acceleration.

 

a. The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

 

b. No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.

 

4. Notices.

 

a. All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing.

 

b. Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

 

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5. Miscellaneous.

 

a. Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

 

b. No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

 

c. If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys’ fees.

 

d. This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws) and the exclusive venue shall be in the State and Federal courts located in State of New York.

 

e. This Note shall be binding upon the Company’s successors and assigns, and shall inure to the benefit of the Lender’s successors and assigns.

 

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IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.

 

  ADAR ALEF, LLC
     
  By:  
  Title:  
     
  APPROVED:
     
  TAURIGA SCIENCES, INC
     
  By:
  Title: Seth M. Shaw, CEO

 

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 EX-10.11 11 ex10-11.htm

 

PER OS BIOSCIENCES

CONTRACT MANUFACTURING AGREEMENT FOR CHEWING GUM Terms and Conditions

 

1. PRODUCT SPECIFICATIONS

 

1.1 Per Os shall manufacture, supply and sell to Customer the products specified on the Cover Sheet (the “Product”), on a made-to-order basis in accordance with the product specifications set forth on the attached Exhibit A, the packaging specifications set forth on the attached Exhibit B, which shall include all packaging specifications for the Product (the “Packaging Specifications”) and all materials used for Product packaging, (the “Product Packaging Materials”), and the pricing and product delivery of the Product set forth on Exhibit C.

 

2. ART WORK; TRADEMARKS; INTELLECTUAL PROPERTY.

 

2.1 Customer, if artwork is required, shall bear all costs of creating initial films, plates and dies and all creative development costs. Once artwork has been approved by Customer, all cost associated with Customer-requested changes shall be the responsibility of Customer, including the costs of materials and any works in progress rendered redundant, obsolete or unusable as a result of such changes.

 

2.2 Nothing contained herein shall grant or shall be deemed to grant to Customer any right, title or interest in or to the Per Os’ trademarks, trade names, artwork, logos, trade dress, patents or other intellectual property related to the Product (collectively, “Per Os IP”). All uses of the Per Os IP shall inure solely to the benefit of Per Os, and Customer shall obtain no rights with respect to any of the Per Os IP and Customer hereby irrevocably assigns to Per Os all right, title and interest held by Customer, if any, in or to any of the Per Os IP. At no time during or after the term of the parties’ business relationship shall Customer challenge or assist others in challenging the Per Os IP (except to the extent expressly entitled by applicable law) or the registration thereof or attempt to register any trademarks, servicemarks, marks, logos, trade names or other intellectual property confusingly similar to the Per Os IP. Upon any termination or expiration of the parties’ business relationship or upon written notice by Per Os, Customer shall immediately cease to use any and all of the Per Os IP as authorized herein.

 

2.3 Customer hereby acknowledges and agrees that all right, title, and interest in and to all of the know-how, trade secrets and processes for manufacturing Product, belongs solely to Per Os, whether or not it is protected or protectable under applicable patent, trademark, service mark, copyright, trade secret or other intellectual property laws. The formulation of the Product will be the sole property of Per Os.

 

3. PRICING

 

3.1 The Product pricing is set forth on the attached Exhibit C.

 

3.2 Per Os shall provide 90 days prior written notice of price increases.

 

4. PRODUCT ORDERS.

 

4.1 Customer shall submit purchase orders to Per Os. Customer will be responsible for the accuracy of the order information transmitted. All orders from Customer must comply with minimum quantities and package size requirements.

 

4.2 Each purchase order shall be subject to acceptance by Per Os in Hunt Valley, Maryland.

 

4.3 In ordering and delivering Product, Per Os and Customer may use their respective standard forms, provided that nothing in those forms shall be construed to modify or amend the terms and conditions of this Agreement, and, in the case of any conflict herewith, the terms and conditions of this Agreement shall control.

 

   
 

 

5. LEFT INTENTIONALLY BLANK

 

6. DELIVERY

 

6.1 Upon receipt of each order, Per Os shall provide estimated delivery dates to Customer, which shall reflect the expected lead-times set forth on the attached Exhibit C. Per Os shall not be responsible for late deliveries resulting from orders placed outside of the lead-times set forth on the attached Cover Sheet.

 

6.2 Per Os shall ship the Product FOB from its facilities in Hunt Valley, Maryland, USA for bulk product or from any third party supplier that provides packaging services. Customer shall be responsible for shipping and insurance costs, and title and risk of loss shall pass to Customer upon Per Os making the Product available at its manufacturing site or third- party packager. Per Os shall not be responsible for any retail distribution. Notwithstanding anything herein to the contrary, in the event delivery is delayed due to normal constraints associated with manufacturing, packaging, scheduling, or delivery of Product, Per Os promptly shall notify Customer and Customer and Per Os shall cooperate to establish a mutually agreeable alternate delivery date for Product.

 

7. RETURNED GOODS. All sales are final. Customer may not return any Product unless there is a product defect or quality issue that has been substantiated and agreed to by Per Os.

 

8. INVOICING; PAYMENT

 

8.1 Except as otherwise agreed by Per Os in writing, payment shall be as follows: 1) 50% of the total purchase order value with submission of each purchase order by Customer, and 2) remaining balance of each purchase order in full based on the final quantity produced before shipment to Customer.

 

8.2 Customer shall be responsible for all sales, use, excise and other taxes and duties imposed by any law or governmental authority that are applicable to the purchase or shipment of Product. In the event Per Os pays any such taxes, or duties applicable to purchase or shipment of such Product, such amounts paid by Per Os shall be invoiced by Per Os to Customer and shall be paid by Customer.

 

9. QUANTITATIVE DEFICIENCIES. Within seventy- two (72) hours following receipt of each shipment, Customer shall notify Per Os in writing of any claim relating to quantitative deficiencies in such shipment of Product that Customer believes occurred prior to shipment hereunder. Any claim for a quantitative deficiency which is not made within such 72-hour period shall be deemed to have been waived by Customer. In the event Customer determines there is a quantitative deficiency from the applicable shipping documentation, the parties shall investigate such deficiency and, if the parties agree that such deficiency occurred prior to shipment, Per Os shall, at Per Os option and as Customer’s exclusive remedy for such quantitative deficiency, (a) issue a credit to Customer’s next order for the amount paid by Customer to Per Os in excess of the aggregate price for actual quantities shipped; or (b) subject to Per Os having Product on hand at the time of request by Customer, rectify any such deficiency by promptly shipping the appropriate quantities of any relevant Product to Customer, in which case Customer shall be obligated to pay for any such quantities.

 

10. CUSTOMER RESPONSIBILITIES

 

10.1 Customer represents and warrants that any information or documents it provides to Per Os (including, without limitation, product formulas, ingredients, artwork, names, logos, and trademarks of Customer and/or Customer’s affiliates, as well as functional claims and package labeling) comply with applicable laws, rules and regulations promulgated by any governmental authority having jurisdiction over the manufacture and distribution of Product and do not infringe or violate any intellectual property or proprietary rights of any third party. Customer acknowledges that it has reviewed and approved, and will review and approve, all Product Packaging Materials. Customer acknowledges that Customer has final responsibility for all artwork, product information and claims, promotional materials and activities, Packaging Specifications and Product Packaging Materials. Per Os makes no representations or warranties that the Packaging Specifications comply with applicable laws, rules or regulations promulgated by any governmental authority having jurisdiction over the manufacture and distribution of the Product. Customer shall be solely responsible for all claims relating to Product Specifications and Product Packaging Materials, including, without limitation, labeling, artwork, names, logos and trademarks used in the Product Packaging Materials. This Section shall survive termination of this Agreement.

 

10.2 Customer shall be responsible for obtaining all regulatory approvals, if any, that are required in relation to the distribution and sale of the Product and shall ensure that any claims made with respect to the Product comply with all applicable laws and regulations. Customer shall comply with all applicable laws and regulations applicable to the Product.

 

   
 

 

11. LIABILITY AND INDEMNITY

 

11.1 Customer shall indemnify, defend, and hold harmless Per Os and its affiliates and their respective officers, directors, employees, agents and representatives (collectively, the “Indemnitees”), from and against any and all claims, damages, losses, liabilities, penalties and expenses (including without limitation reasonable legal fees and expenses) resulting from or arising out of (a) Customer’s actions, omissions, negligence or gross misconduct; (b) Customer’s advertising, promotion, distribution, sale or use of the Product; (c) Customer’s breach or non-fulfillment of or failure to perform any covenant or agreement; or (d) Customer’s violation of any law or regulation; except to the extent solely caused by Per Os negligence or gross misconduct.

 

11.2 In no event shall Per Os be liable for incidental, special, consequential or punitive damages, including any claim for damages based on lost revenues or profits.

 

11.3 Per Os shall not be liable for product defects that have been caused by abnormal or incorrect conditions of use, storage pending use, accident, misuse or negligence by Customer, its employees, servants and agents or by the Customer-designated carrier after any Product leaves Per Os facility or the facility of its affiliates or subcontractors, as applicable.

 

11.4 Except as expressly set forth in this Agreement, Per Os makes no warranty, express or implied, and specifically makes no warranty of merchantability or warranty of fitness for any particular purpose, regarding the Product.

 

12. CONFIDENTIALITY

 

12.1 In the course of performing its obligations under this Agreement, Customer may acquire information disclosed by Per Os (or on Per Os behalf), whether directly or indirectly, in writing, orally, electronically or by drawings or inspection of equipment, products, facilities, software or other property, that pertains to Per Os products, formulations, processes, equipment, pricing, developments or plans (“Confidential Information”).

 

12.2 Customer shall not (a) disclose any Confidential Information to any third party or (b) use any Confidential Information for any purpose other than in connection with the performance of its obligations pursuant to this Agreement, without prior written consent of Per Os.

 

13. MISCELLANEOUS

 

13.1 This Agreement, including the Cover Sheet and any Exhibits attached to this Agreement, and all ancillary documents contemplated hereby and referenced herein constitute the entire agreement between Customer and Per Os with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. Neither this Agreement nor any provision hereof can be amended, changed, supplemented, or waived, except in a written agreement signed by each of the parties hereto.

 

13.2 Each party is and shall in all respects be treated as an independent contractor of the other party and nothing contained in this Agreement shall be construed to create any agency, partnership, joint venture or similar relationship between Customer and Per Os.

 

13.3 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that Per Os may, without Customer’s consent, assign its rights and obligations under this Agreement to any of its affiliates or successors.

 

13.4 The laws of the State of Maryland shall govern the validity and construction of this Agreement and all rights and obligations of, and disputes between or among, the parties arising out of or related to this Agreement or the transactions contemplated by this Agreement, whether in contract, tort or otherwise, without regard to the principles of conflict of laws of the State of Maryland. The parties consent to be subject to the exclusive jurisdiction of the United States District Court for the District of Maryland and in the absence of such Federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the courts of the State of Maryland and the venue of the Circuit Court for Baltimore County and hereby waive the right to assert lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding.

 

   
 

 

13.5 The parties to this Agreement acknowledge and agree that the manufacturing process may be conducted partly or wholly on behalf of Per Os by its affiliates or subcontractors in accordance with applicable laws and regulations. Therefore, any references to Per Os as being responsible for the manufacturing process shall be deemed to include performance by such affiliates and subcontractors of any such manufacturing process, as applicable, while Per Os shall at all times remain responsible for such performance.

 

13.6 No failure or delay on the part of the parties hereto to exercise any right, power or privilege hereunder or under any instrument executed pursuant hereto shall operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. All rights and remedies granted herein shall be cumulative and in addition to other rights and remedies to which the parties may be entitled at law or in equity.

 

13.7 In case any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

 

13.8 All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or sent by: (a) registered or certified mail, return receipt requested; (b) a nationally-recognized courier service guaranteeing next-day delivery, charges prepaid; or (c) facsimile (with the original promptly sent by any of the foregoing manners). Any such notices shall be addressed to the receiving party at such party’s address as shown on the Cover Sheet or as may from time to time be furnished by similar notice by either party. Any such notice shall be effective upon such personal delivery, one (1) business day after delivery to such courier, upon transmission by facsimile (provided the original is sent as described herein), or three (3) business days after it is sent by such registered or certified mail, as the case may be.

 

13.9 All dollar amounts referred to in this Agreement are in United States Dollars.

 

13.10 Sections 11, 12 and 13 shall survive the termination or expiration of this Agreement.

 

   
 

 

 EX-10.12 12 ex10-12.htm

 

TAURIGA SCIENCES INC. (OTCQB: TAUG)

555 Madison Avenue, 5’h Floor

New York, NY 10022

Attn: Seth M. Shaw, Chief Executive Officer

AGREEMENT FOR CONSULTANT TO THE COMPANY

With

J. Safier Enterprises LLC

January 11, 2019

 

This (this “Agreement”), dated as of January 11, 2019 (the “Effective Date”), by and between Tauriga Sciences Inc., located in New York, NY 10022 (the “Company”), and J. Safier Enterprises LLC, a sole proprietorship operated by Mr. Jamie Safier (“Mr. Safier”) with an address at 6 The Hemlocks / Roslyn, NY 11576 (the “Consultant”).

 

1. Term.

 

(a) This Agreement shall continue for a period of twelve (12) months from the Effective Date.

 

(b) Notwithstanding the foregoing and provided that neither the Company nor the Consultant has terminated this Agreement pursuant to Section 4(a) hereofh, the Company agrees to use its best efforts to cause the Consultant to be retained after 12 months if both parties can agree upon the mutually beneficial nature of the relationship.

 

2. Position and Responsibilities.

 

(a) Position. Company hereby retains Consultant to assist the Company in numerous capacities relating to introductions to potential accredited investors and institutional investors, introductions to potential customers for Tauri-Gum product line, and introductions to potential merger and acquisition candidates to evaluate for Tauriga Sciences Inc.

 

(b) Other Activities. Consultant may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Consultant’s obligations under this Agreement or Consultant’s fiduciary obligations to the shareholders. The ownership of less than a 10% interest in an entity, by itself, shall not constitute a violation of this duty. Consultant represents that, to the best of his knowledge, Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Consultant agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of a majority of the Board of Directors Members. If, at any time, Consultant is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Consultant will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.

 

   

 

 

(c) No Conflict. Except as set forth in Section 2(b), Consultant will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Consultant agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) of this Agreement, Consultant shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as a consultant, advisor or Board Member) in any company or entity that competes directly with the Company, as reasonably determined by a majority of Company’s disinterested board members, without the approval of the Board of Directors Members.

 

3. Compensation and Benefits.

 

(a) CONSULTANTS’s Fee. In consideration of the services to be rendered under this Agreement, the Company shall pay the CONSULTANT 1,250,000 shares of the Company’s common stock (the “Shares” or “TAUG shares”), fully vested upon the execution of this agreement (January 8, 2019). The Shares shall be “restricted securities” as defined under Rule 144 of the Securities Act of 1933, as amended. Has potential to earn additional compensation, solely based on performance and contributions to the Company (to be evaluated on an event to event basis).

 

(b) CASH UP FRONT. $2,000 cash within 3 business days of execution date of this Consulting Agreement.

 

(c) Expenses. The Company shall reimburse Consultant for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company’s expense reimbursement guidelines.

 

(d) Indemnification. Company will indemnify and defend Consultant against any liability incurred in the performance of the Services to the fullest extent authorized in Company’s Certificate of Incorporation, as amended, bylaws, amended, and applicable law.

 

4. Termination

 

(a) Right to Terminate. At any time, Consultant may be terminated by the Company. Consultant may resign at any time. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Consultant nor Company shall be required to provide any advance notice or any reason or cause for termination of Consultant’s status.

 

(b) Automatic Termination. This Agreement shall terminate automatically upon the occurrence of any of the following events: (i) the death of the Consultant; (ii) upon thirty days’ written notice from the Company in the event of the Consultant’s Disability (as used herein, “Disability” means (A) the physical or mental disability which prevents the Consultant from performing his obligations under this Agreement in substantially the same manner as performed immediately before the applicable event for a period of three consecutive months or an aggregate of 90 days during any period of 365 consecutive days) or (B) a written determination by a licensed medical doctor selected by the Company and reasonably acceptable to the Consultant that the Consultant has incurred a physical or mental disability from which he will not be able to recover sufficiently to return to full-time active employment hereunder within 180 days of the determination (a “Permanent Disability”). The Consultant shall cooperate with and permit examination by any licensed medical doctor retained by the Company to evaluate whether he has suffered a Permanent Disability (but in no event shall Consultant be required to submit to any invasive or painful procedures); and (iii) bankruptcy or insolvency of the Consultant

 

   

 

 

(c) Effect of Termination as Consultant. Upon a termination of Consultant’s status as a Consultant, this Agreement will terminate; Company shall pay to Consultant all compensation and benefits to which Consultant is entitled up through the date of termination. Thereafter, all of Company’s obligations under this Agreement shall cease, except as set forth in Section 5(c) hereof.

 

5. Termination Obligations.

 

(a) Consultant agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Consultant incident to his services belong to Company and shall be promptly returned at the request of Company.

 

(b) Upon termination of this Agreement, Consultant shall be deemed to have resigned from all offices then held. Consultant agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other Consultants of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.

 

(c) The Company and Consultant agree that their obligations under this Section, as well as Sections 5, 6 and 7 shall survive the termination of this Agreement.

 

6. Nondisclosure Obligations.

 

Consultant shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietor, Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Consultant as a result of performing the Services. “Proprietary Information” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Consultant’s general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Consultant without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

 

   

 

 

7. Dispute Resolution.

 

Governing Law; Arbitration. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to its principles of conflicts of law. Any dispute or controversy between the Company and Consultant, arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by binding arbitration in New York, NY administered by the American Arbitration Association in accordance with its Rules then in effect by a single arbitrator. The arbitration requirement applies to all statutory, contractual, and/or common law claims arising from the employment relationship including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Equal Pay act of 1963; the Fair Labor Standards Act, the American With Disabilities Act, and other applicable federal and state employment laws. Both the Company and Consultant shall be precluded from bringing or raising in court or another forum any dispute that was or could have been submitted to binding arbitration. This arbitration requirement does not apply to claims for workers’ compensation benefits, claims arising under ERISA, or claims for any provisional or injunctive relief remedies. The parties irrevocably agree to submit to the jurisdiction of the federal and state courts within Florida for any injunctive relief and in connection with any suit arising out of the confirmation or enforcement of any award rendered by the arbitrator, and waive any defense based on forum non-convenes or improper venue with respect thereto. [This conflicts with the earlier portion of this paragraph, which says NY.] Each party shall pay their own attorney’s fees and costs. The arbitrator shall, within thirty (30) days after the conclusion of the arbitration, issue a written award setting forth the factual and legal bases for his or her decision and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No remedy conferred in this Agreement upon the Consultant or the Company is intended to be exclusive of’ any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

 

NOTE: THIS ARBITRAITION CLAUSE CONSTITUTES A WAIVER OF CONSULTANT AND OR CONSULTANT’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/CONSULTANT RELATIONSHIP.

 

8. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive statement of the terms of Consultant’s relationship solely with respect to his position as a consultant. This Agreement entirely supersedes and may not be contradicted by evidence of any prior or contemporaneous statements or agreements pertaining to Consultant’s relationship as an Consultant. Agreements related to Consultant’s ownership of the Securities are not affected by this Agreement.

 

9. Amendments; Waivers. This Agreement may not be amended except by a writing signed by Consultant and by a duly authorized representative of the Company. Failure to exercise any right under this Agreement shall not constitute a waiver of such right.

 

10. Assignment. Consultant agrees that Consultant will not assign any rights or obligations under this Agreement, with the exception of Consultant’s ability to assign rights with respect to the Securities. Nothing in this Agreement shall prevent the consolidation, merger or sale of Company or a sale of all or substantially all of its assets.

 

11. Severability. If a court or arbitrator to be invalid, unenforceable, or void shall hold any provision of this Agreement, such provision shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.

 

   

 

 

12. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement.

 

13. Binding Agreement. Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally bind both Company and Consultant. This Agreement will be binding upon and benefit the parties and their heirs, administrators, executors, successors and permitted assigns. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Consultant’s duties or compensation will not affect the validity or scope of the remainder of this Agreement.

 

14. Consultant Acknowledgment. Consultant acknowledges Consultant has had the opportunity to consult legal counsel concerning this Agreement, that Consultant has read and understands the Agreement, that Consultant is fully aware of its legal effect, and that Consultant has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.

 

15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

16. Date of Agreement. The parties have duly executed this Agreement as of the date first written above.

 

IN WITNESSETH WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

[insert company name

 

  By:  
    CONSULTANT
    J. Safier Enterprises LLC (C/o Jamie Safier)
    Jamie Safier (on behalf of LLC)
     
    X
    Seth M. Shaw, Tauriga Sciences Inc.
    January 11, 2019

 

   

 

 

 EX-10.13 13 ex10-13.htm

 

SECURITIES PURCHASE AGREEMENT

 

Tauriga Sciences Inc. (OTCQB: TAUG)

 

555 Madison Avenue, 5th Floor

 

New York, NY 10022

 

Attn: Seth M. Shaw, Chief Executive Officer. DATE: January 8, 2019

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 8, 2019, by and among Tauriga Sciences, Inc., a Florida corporation (the “Company”), and the Subscriber identified on the signature pages hereto (the “Subscriber”).

 

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscriber, as provided herein, and the Subscriber shall purchase 1,000,000 shares (the “Purchased Shares”) of the Company’s common stock, $.00001 par value (the “Common Stock”) at a per shares price of $0.02 for an aggregate purchase price of $20,000 (the “Purchase Price”).

 

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:

 

1. Closing. On the Closing Date (as defined below), the Subscriber shall purchase and the Company shall sell to the Subscriber the Purchased Shares. The Closing Date shall be the date the Subscriber funds the Purchase Price by wire transfer to the benefit of the Company pursuant to the instructions set forth on Exhibit A hereto (the “Closing Date”).

 

2. Subscriber’s Representations and Warranties. The Subscriber hereby represents and warrants to and agrees with the Company as to such Subscriber that:

 

(a) Information on Company. The Subscriber has received in writing from the Company such public information concerning its operations, financial condition and other matters as the Subscriber has requested in writing, and considered all factors the Subscriber deems material in deciding on the advisability of investing in the Securities.

 

 
 

 

(b) Information on Subscriber. The Subscriber is as of the date hereof an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information made available by the Company to evaluate the merits and risks of, and to make an informed investment decision with respect to, the proposed purchase. The Subscriber acknowledges that an investment in the Securities represents a speculative investment. The Subscriber has the authority and is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss of the investment. The information set forth on the signature page hereto regarding the Subscriber is true and correct.

 

(c) Compliance with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, and are being issued in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities must be held indefinitely unless the Securities are subsequently registered for resale under the 1933 Act or any applicable state securities laws or is exempt from such registration.

 

(d) Shares Legend. Upon issuance, the Purchased Shares shall bear the following or similar legend:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAW (INCLUDING WITHOUT LIMITATION THE DELIVERY OF A LEGAL OPINION FROM COUNSEL TO THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY THE COMPANY).”

 

(e) Communication of Offer. The offer to sell the Securities was directly communicated to the Subscriber by the Company. At no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

 

-2-
 

 

(f) Authority; Enforceability. This Agreement and the other agreements delivered in connection with this Agreement have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity, Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

 

(g) Correctness of Representations. The Subscriber represents as to such Subscriber that the foregoing representations and warranties are true and correct as of the date hereof and will be true and correct as of the Closing Date. The foregoing representations and warranties shall survive the Closing Date for a period of three years.

 

(h) Survival. The foregoing representations and warranties of the Subscriber shall survive the Closing Date for a period of two years.

 

3. Company Representations and Warranties. The Company represents and warrants to and agrees with the Subscriber that, except as set forth in the Reports:

 

(a) Due Incorporation. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition of the Company.

 

(b) Outstanding Stock. All issued and outstanding shares of capital stock of the Company and each of its subsidiaries has been duly authorized and validly issued and are fully paid and non-assessable.

 

(c) Authority; Enforceability. This Agreement and any other agreements delivered in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

 

(d) The Securities. The Securities upon issuance:

 

(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and any applicable state securities laws; and

 

-3-
 

 

(ii) have been, or will be, duly and validly authorized and as of the Closing Date, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and if resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the prospectus delivery requirements of the 1933 Act);

 

(e) Reporting Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections 15(d) and 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of common stock registered pursuant to Section 12(g) of the 1934 Act. The Company is Current and is a fully reporting U.S. based public Company which has its securities listed on the OTCQB Tier of OTC Markets.

 

(f) No Market Manipulation. The Company has not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities or affect the price at which the Securities may be issued or resold.

 

(g) Stop Transfer. The Securities, when issued, will be “restricted” securities, as that term is defined under Rule 144 of the 1933 Act. The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and unless contemporaneous notice of such instruction is given to the Subscriber.

 

(h) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer of the Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Bulletin Board. The Company or any of its affiliates or subsidiaries will not take any action or steps that would cause the offer of the Securities to be integrated with other offerings. The Company will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Securities.

 

(i) No General Solicitation. Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

 

(j) Dilution. The Company’s executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that they have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of the Company.

 

(k) Going Concern: There can be no guaranty that the Company will be successful in its business initiatives and there is the possibility that the Company will not be in business at some point in the future.

 

-4-
 

 

(l) Survival. The foregoing representations and warranties shall survive the Closing Date for a period of six months.

 

4. Regulation D Offering. The offer and issuance of the Securities to the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. .

 

5. Covenants of the Company and Subscriber Regarding Indemnification.

 

(a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscriber, the Subscriber’ officers, directors, agents, affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscriber relating hereto.

 

(b) The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or any such person which results, arises out of or is based upon (i) any material misrepresentation by such Subscriber in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by such Subscriber of any covenant or undertaking to be performed by such Subscriber hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

 

(c) In no event shall the liability of any Subscriber or permitted successor hereunder or under any other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds received by such Subscriber upon the sale of Registrable Securities (as defined herein) giving rise to such indemnification obligation.

 

6. Miscellaneous.

 

(a) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Tauriga Sciences, Inc., 39 Old Ridgebury Road, Danbury Connecticut 06180, and (ii) if to the Subscriber, to the address and telecopier number indicated on the signature page hereto.

 

-5-
 

 

(b) Closing. The consummation of the transactions contemplated herein (“Closing”) shall take place at the offices of the Company or via email upon the satisfaction of all conditions to Closing set forth in this Agreement.

 

(c) Entire Agreement; Assignment. This Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties. Neither the Company nor the Subscriber have relied on any representations not contained or referred to in this Agreement and the documents delivered herewith. No right or obligation of either party shall be assigned by that party without prior notice to and the written consent of the other party.

 

(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

 

(e) Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state of New York. The parties and the individuals executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

 

(f) Specific Enforcement, Consent to Jurisdiction. The Company and Subscriber acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Each of the Company and Subscriber hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

 

[SIGNATURE PAGE FOLLOWS]

 

-6-
 

 EX-31.1 14 ex31-1.htm

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

 

I, Seth M. Shaw, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tauriga Sciences, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 29, 2019

 

  /s/ Seth M. Shaw
  Seth M. Shaw
  Chief Executive Officer

 

 
 

 

 EX-31.2 15 ex31-2.htm

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

 

I, Kevin P. Lacey, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tauriga Sciences, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 29, 2019

 

  /s/ Kevin P. Lacey
  Kevin P. Lacey
  Chief Financial Officer

 

 
 

 

 EX-32.1 16 ex32-1.htm

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the quarterly report of Tauriga Sciences, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Seth M. Shaw, Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

Date: January 29, 2019

 

  /s/ Seth M. Shaw
  Seth M. Shaw
  Chief Executive Officer

 

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.

 

 
 

 

 EX-32.2 17 ex32-2.htm

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the quarterly report of Tauriga Sciences, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin P. Lacey, Chief Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

 

Date: January 29, 2019

 

  /s/ Kevin P. Lacey
  Kevin P. Lacey
  Chief Financial Officer

 

A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.

 

 
 

 

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Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. 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The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. 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The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible note. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of December 31, 2018, this note had accrued interest of $23,468. On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note recivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500. On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty. On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty. On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of December 31, 2018 was $2,643. On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. At December 31, 2018, this note had accrued interest of $133. An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its condensed consolidated statement of operations. During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security There were no trading securities during the quarter ended September 30, 2017 During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125. On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018. the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN. The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381. On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding. On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding. During the nine months ended December 31, 2018, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the nine months ended December 31, 2018, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding. During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding. On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company's broker of record. During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872. During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586. 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Document and Entity Information - shares
 9 Months Ended
Dec. 31, 2018
Jan. 28, 2019
Document And Entity Information    
Entity Registrant Name TAURIGA SCIENCES, INC.  
Entity Central Index Key 0001142790  
Document Type 10-Q  
Document Period End Date Dec. 31, 2018  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business Flag true  
Entity Emerging Growth Company false  
Entity Ex Transition Period false  
Entity Common Stock, Shares Outstanding   57,630,230
Trading Symbol TAUG  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2019  
XML 25 R2.htm IDEA: XBRL DOCUMENT v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2018
Mar. 31, 2018
Current assets:    
Cash $ 10,305 $ 12,291
Accounts receivable 581 581
Investment - trading securities 456,462 610,699
Investment - digital currency 22,056
Investment - other 50,000
Prepaid expenses and other current assets 43,120 40,720
Total current assets 560,468 686,347
Property and equipment, net 13,242 2,491
Total assets 573,710 688,838
Current liabilities:    
Notes payable to individuals and companies, net of discounts 311,476 254,847
Accounts payable 72,551 29,865
Accrued interest 26,244 33,875
Accrued expenses 1,050
Total current liabilities 411,321 318,587
Other liabilities:    
Contingent liability 75,000 75,000
Total liabilities 486,321 393,587
Stockholders' equity:    
Common stock, par value $0.00001; 100,000,000 shares authorized, 57,130,230 and 52,264,476 issued and outstanding at December 31, 2018 and March 31, 2018, respectively 572 523
Additional paid-in capital 54,957,259 54,680,382
Accumulated deficit (54,868,246) (54,391,500)
Accumulated other comprehensive income 8,042
Total stockholders' equity - Tauriga Sciences, Inc. 89,585 297,447
Noncontrolling interest in subsidiary (2,196) (2,196)
Total stockholders' equity 87,389 295,251
Total liabilities and stockholders' equity $ 573,710 $ 688,838
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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2018
Mar. 31, 2018
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 57,130,230 52,264,476
Common stock, shares outstanding 57,130,230 52,264,476
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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]        
Revenues $ 1,018 $ 1,018
Cost of goods sold 649 649
Gross profit 369 369
Operating expenses        
Marketing and advertising 257 257
Research and development 1,150 4,543 1,150 8,543
General and administrative 200,722 519,691 719,035 1,620,850
Depreciation and amortization expense 214 177 732 537
Total operating expenses 202,086 524,668 720,917 1,630,187
Loss from operations (202,086) (524,299) (720,917) (1,629,818)
Other income (expense)        
Interest expense (18,396) (116,540) (44,462) (247,332)
Loss on extinguishment of debt (271,280)
Gain on derivative liability 271,280
Unrealized gain (loss) on trading securities (49,596) 171,789
Loss on conversion of debt (27,975) (27,975)
Gain on the settlement of debt 532,524 532,524
Loss on asset disposal (907) (783) (907) (783)
Unrealized gain (loss) on digital currency (3,142)
Gain (loss) on sale of trading securities (79,020) (371,087) 151,605 (371,087)
Loss on sale of commodities (2,737)
Gain on legal settlement 2,050,000 2,053,350
Total other income (expense) (175,894) 2,094,114 244,171 1,966,672
Net income (loss) (377,980) 1,569,815 (476,746) 336,854
Net income (loss) attributable to non-controlling interest
Net income (loss) attributable to controlling interest (377,980) 1,569,815 (476,746) 336,854
Deemed dividend (271,280)
Net income (loss) attributable to common shareholders $ (377,980) $ 1,569,815 $ (476,746) $ 65,574
Earnings (loss) per share - basic $ (0.007) $ 0.048 $ (0.009) $ 0.002
Weighted average number of shares outstanding - basic 56,149,252 32,726,024 54,734,621 33,078,636
Earnings (loss) per share - fully diluted $ (0.007) $ 0.048 $ (0.009) $ 0.001
Weighted average number of shares outstanding - fully diluted 56,149,252 52,363,608 54,734,621 44,746,775
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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities    
Net income (loss) attributable to controlling interest $ (476,746) $ 336,854
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:    
Amortization of original issue discount 5,904 23,349
Loss on sale of commodities 2,737
Unrealized loss on digital currency 3,142
Depreciation and amortization 732 537
Non-cash interest 95,515
Gain on settlement (757,441)
Amortization of debt discount 6,313
Common stock issued and issuable for services (including stock-based compensation) 187,045 621,510
Legal fees deducted from proceeds of notes payable 2,500 26,900
Change in derivative liability (271,280)
Loss on extinguishment of debt 27,975 271,280
Loss on disposal of fixed assets 907 783
Loss (gain) on sale of trading securities (151,605) 371,087
Unrealized gain on trading securities (171,789)
(Increase) decrease in assets    
Prepaid expenses (2,400) (2,330)
Inventory (16,897)
Due from Ice + Jam (468)
Increase (decrease) in liabilities    
Accounts payable 42,686 (49,776)
Accrued interest (5,292) 4,254
Accrued expenses 1,050
Cash provided by (used in) operating activities (533,154) 660,190
Cash flows from investing activities    
Proceeds (purchase) of trading securities, net 477,631 (480,000)
Proceeds (purchase) of digital currency, net 16,177
Investment - other (50,000)
Purchase of property and equipment (12,390) (3,109)
Cash provided by (used in) investing activities 431,418 (483,109)
Cash flows from financing activities    
Repayment of principal on notes payable (141,000) (261,000)
Proceeds from the sale of common stock (including to be issued) 299,600
Proceeds from convertible notes 240,750 499,100
Cash provided by financing activities 99,750 537,700
Net increase (decrease) in cash (1,986) 714,781
Cash, beginning of period 12,291 18
Cash, end of period 10,305 714,799
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Interest Paid 43,819 109,873
Taxes Paid
NON CASH ITEMS    
Conversion of notes payable and accrued interest for common stock 81,839 639,596
Shares issued for accrued expense 74,050
Deemed dividend 271,280
Recognition of debt discount 15,656
Related party forgiveness of debt classified to additional paid in capital 108,760
Reclassification of other comprehensive income to additional paid in capital $ 8,042
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Basis of Operations
 9 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Operations

NOTE 1 – BASIS OF OPERATIONS

 

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the March 31, 2018 Form 10-K filed with the SEC, including the audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

 

These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

 

Nature of Business

 

Tauriga Sciences, Inc. (the “Company”), prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company was then moving in the direction of a diversified biotechnology company. The mission of the Company is to evaluate potential acquisition candidates operating in the life sciences technology space.

 

During the quarter ended December 31, 2017, the Company launched a lip balm product (branded as HerMan®) during December 2017. The Company was hopeful that this product could provide the Company with sustainable revenue at margins that would justify the initial expense and effort. The Company believed that the initial high cost per unit of this lip balm product was largely attributable to formulation issues, packing issues, fulfillment issues and shipping costs. The packing issues are still in process of being addressed. The Company believes that future inventory costs, if there is sufficient demand will be substantially lower than the first batch on a per unit basis. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture. The Company is exercising caution and performing due diligence to ensure that any potential opportunities in this area are appropriately evaluated.

 

As the Company works to rectify the issues with respect to the HERMAN® lip balm, it has commenced discussions with various groups regarding other potential opportunities. During the quarter ended December 31, 2018, the Company entered into the cannabidiol (or “CBD”) infused chewing gum product business, and has entered into a comprehensive manufacturing agreement with Per Os Biosciences LLC (“Per Os Bio”) to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM, (“Tauri-Gum™”) for which the Company has filed a trademark application with the United States Patent and Trademark Office. The company is currently in discussions with a number of potential distributors. For a further description of the manufacturing agreement and other information relating to Tauri-GumTM, see subheading below relating to this product line.

 

2018 Reverse Stock Split

 

On March 12, 2018, the Company held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share from 7,500,000,000 to 100,000,000 shares and to affect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”).

 

On June 8, 2018, the Company filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida, for the aforementioned decrease in the number of authorized shares and to affect a 1-for-75 reverse stock split of the Company’s common stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018.

 

As a result of the Reverse Stock Split, each seventy-five (75) shares of the Company’s issued and outstanding common stock had been automatically combined and converted into one (1) issued and outstanding share of common stock. The Reverse Stock Split affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the common stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,380,230 shares immediately following the Reverse Stock Split. No fractional shares were issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would have resulted in a fractional number had his/her/its shares rounded up to the next number of shares.

 

Pursuant to SAB Topic 4C of the Securities Exchange Act of 1934, as amended, the holders of common stock, par value $0.00001 per share, were notified via Current Report Form 8K (filed on July 9, 2018) that on March 12, 2018, the Company received a unanimous written consent in lieu of a meeting of the holders of the common stock that the common stock of the Company 1 for 75 reverse split was effective.

 

All references set forth in this quarterly report to number of shares or per share data have been presented retroactively on a post reverse stock-split basis, including any stock options, restricted stock, notes, convertible or exercisable securities and warrants, have been retroactively adjusted in these condensed consolidated financial statements for all periods presented to reflect the 1-for-75 Reverse Stock Split.

 

On July 30, 2018, the Company’s stock began trading on the OTC:QB. See also the Subsequent Events section of this quarterly report for a description of a Convertible Debenture entered into by the Company in January 2019 and any prospective proposed changes to the Company’s articles of incorporation, as well as the Risk Factors relating to same.

 

Cupuaçu Butter Lip Balm

 

On December 23, 2016, the Company entered into a non-exclusive, 12-month license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam LLC (“Ice + Jam”). Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan® and the two companies will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. The Company had agreed to pay the production, marketing and start-up costs for all product it sells to retail customers or distributors. As part of the License Agreement, the Company issued 66,667 common shares which had a value of $27,500, based on the closing price of the stock on the day the Company entered into the agreement ($0.38 per share). The cost of the shares will be prorated over the life of the license.

 

During the quarter ended December 31, 2017, the Company launched this lip balm product. On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019, at which time, if mutually agreed upon. the companies reserve the option to extend for an additional 2 years (if exercised at that time, this License Agreement would be extended through December 23, 2021). The two companies reserve the right to request amendment of the License Agreement at any point during the effective term of the agreement. In February of 2018, the Company’s strategy with respect to the HerMan® product was negatively impacted by a series of product defects relating to the twisting mechanism of the lip balm tube. The Company immediately made the decision to work with the manufacturer to attempt to permanently address and fix this defect issue (which the Company believes has affected approximately 30% of the initial product batch). This issue significantly increases the risk associated with this business opportunity and there can be no guarantee that this will be satisfactorily solved.

 

The Company had no sales of the HerMan® product during the nine-months ended December 31, 2018 and 2017. The Company has removed the product from the website and has been working with the manufacturer to resolve product mechanism issue. As a result, the Company had written off the remaining inventory of $16,897 as of the previous quarter ended March 31, 2018 as it determined that the units are not usable. The Company is still in the process of trying to resolve the packaging issue and cannot determine the impact that it will have on future revenue, or if any revenue will be generated from this product line in the future. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

Honeywood

 

On March 10, 2014, the Company entered into a definitive agreement to acquire California-based Honeywood LLC (“Honeywood”), developer of a topical medicinal cannabis product, that, at the time, sold in numerous dispensaries across the state of California. This definitive agreement was valid for a period of 120 days and the Company advanced to Honeywood $217,000 to be applied towards the final closing requisite cash total and incurred $178,000 in legal fees as of March 31, 2014 in connection with the acquisition.

  

On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of Honeywood’s principals entered into a termination agreement to unwind the effects of the merger. In accordance with the termination agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the merger by delivering to the Company, on the Unwinding Date, a secured promissory note in the principal amount of $170,000. The note bore interest at 6% per annum and was repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The note was secured by a blanket security interest in Honeywood’s assets pursuant to a security agreement entered into on the Unwinding Date between Honeywood and the Company. Honeywood never made any payments under the Note prior to the Honeywood Conversion Agreement (as defined below). As a result, the Company had fully reserved this amount and it was not reflected as a receivable on its financial statements.

 

Effective August 1, 2017, the Company entered into a Debt Conversion Agreement, whereby the Company agreed to convert the entire principal and accrued but unpaid interest due into a 5% membership interest in Honeywood (the “Honeywood Conversion Agreement”).

 

The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320-10-35-28, “Investments—Debt and Equity Securities”, a Company may not record an impairment loss on the investment but shall continue to evaluate whether the investment is impaired (that is, shall estimate the fair value of the investment) in each subsequent reporting period until either of the following occurs: a) the investment experiences a recovery of fair value up to (or beyond) its cost; or b) the entity recognizes an other-than-temporary impairment loss. At the time of the Honeywood Conversion Agreement, the receivable balance under the note of $199,119 had been fully written off by the Company in a prior period. As a result of the Honeywood Conversion Agreement, the Company deemed the investment to still have no current value. The Company recorded this investment at $0. Thus, no recovery of bad debt and no impairment will be recognized in this period.

 

Pilus Energy

 

On November 25, 2013, the Company executed a definitive merger agreement to acquire Pilus Energy, LLC (“Pilus”), an Ohio limited liability company and a developer of alternative cleantech energy platforms using proprietary microbial solutions that create electricity while consuming polluting molecules from wastewater. On January 28, 2014, the Company completed its acquisition of Pilus. As a condition of the acquisition, the shareholders of Pilus received a warrant to purchase 1,333,334 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000, and, based upon whether the Warrants issued to Pilus represented at least 5% the then outstanding and fully diluted capitalization of the Company. In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) (“Open Therapeutics”), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing. Pilus’ principal asset on its balance sheet at the time of the acquisition was its US patent relating to its clean water technology. The Company determined that the value of the acquisition on January 28, 2014 would be equal to the value of cash paid to Pilus plus the value of the 1,333,334 warrants the Company issued to acquire Pilus. Through March 31, 2014, the Company amortized the patent over its estimated useful life, then on March 31, 2014, the Company conducted its annual impairment test and determined that the entire unamortized balance should be impaired as the necessary funding to further develop the patent was not available at that time.

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus back to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 385,569 shares (or 308,455 warrants) of the Company’s common stock. Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments was to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated balance sheet. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. As of December 31, 2018, there has been no activity.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the above described $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

Tauriga Biz Dev Corp

 

On January 4, 2018, the Company announced that its Board of Directors unanimously approved the formation a wholly-owned subsidiary focused on acquiring interest(s) in patents and other intellectual property. This subsidiary, incorporated in Delaware, was named Tauriga IP Acquisition Corp. On March 25, 2018, the Company changed the name to Tauriga Biz Dev Corp.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has not yet secured the location for installation of these units.

 

As of December 31, 2018, the Tauriga Biz Dev Corp. has not installed any of its own machines in any locations. No revenue has been generated through the BLINK contract.

 

TAURI-GUMTM

 

In October 2018, the Company decided to explore the possibility of launching a CBD infused gum product line to the commercial marketplace. After several weeks of diligence, discussions with various parties and exploratory meetings, the Company opted to move forward with this business opportunity. During December 2018, the Company also began discussions with a Maryland based chewing gum manufacturer - Per Os Bio. Tauriga has since entered into a manufacturing agreement with Per Os Bio in late December 2018 to contract manufacture a line of CBD infused chewing gum under a brand for us under the brand name Tauri-Gum™. We have filed for trademark protection with the United States Patent and Trademark Office for our CBD infused chewing product line.

 

On December 28, 2018, the Company entered into a comprehensive manufacturing agreement with Per Os Bio to bring to market a white label CBD Oil infused chewing gum product line to be sold and marketed under the name Tauri-GumTM.

 

Under the terms of the agreement, Per Os Bio has committed to produce the Tauri-GumTM based on the following criteria:

 

  A. By composition, the CBD Gum will contain 10 mg of CBD Isolate
  B. The initial production run will be mint flavor exclusively
  C. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”)
  D. Each Production Batch, including the initial production run, is estimated to yield 70,000 gum tablets or 8,700 Units (each Unit contains 8 gum tablets).
  E. Integrated Quality Control Procedures: Each production batch will be tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology.
  F. The packaging, for retail marketplace, will consist of 8 count (gum tablet count) blister card labeled (the “Pack(s)”) with Lot # as well as Expiration Date.
  G. Outer sleeve in the Company’s artwork and graphic design(s) and label copy
  H. Shipping System: Bulk packed 266 Packs per master case (“Palletized”)

 

Under terms of the Agreement, the Company has committed to provide the following to Per Os Bio:

 

  A. Each product order will consist of exactly 8,700 Packs (unless otherwise agreed upon by both parties).
  B. ½ of initial production invoice due within 3 days of execution of Manufacturing Agreement (this has already been paid by the Company).
  C. Provide graphic design artwork, logo, and label design to Per Os Bio.
  D. Trademark has been successfully filed with U.S.P.T.O.
  E. To implement Kosher Certification Process
  F. Procure appropriate Product & Liability insurance policy
  G. Acquire legal opinion with respect to the confirmation of the legality to sell this CBD Gum – on the Federal Statute Level.

 

The Company has satisfied the initial unit production payment in full to Per Os Bio in connection with the initial production run of approximately 70,000 gum tablets (or approximately 8,700 salable units) pursuant to the terms of the manufacturing agreement. In addition, the Company has continued to make progress towards its commercial launch - anticipated to occur in the March of 2019. The Company has completed its gum formulation, with the following distinctive features: allergen free, gluten free, vegan, kosher (K-Star certification), and incorporates a proprietary manufacturing process. The Company has also been in discussion with prospective distributors and potential retail customers in its efforts to facilitate a successful commercial launch. See our “Risk Factors” contained in this Quarterly Report, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis (most recently updated in the December 2018 legislation known as the “Farm Bill”).  

In January 2019, the Company has begun research and development for its Tauri-Gum™ product flavor testing process, and has also completed the graphic design and retail artwork for this product’s individual packaging and a ten (10) pack retail display box, as well as securing GS1 barcodes and undergoing the construction of an E-commerce site (URL address: www.taurigum.com). Lastly, the Company has secured storage space near its New York City headquarters and is currently finalizing its order fulfillment infrastructure. 

 

The Company has been meeting with a number of potential distributors to arrange agreements for the distribution of this product line.

 

The initial production run will cost the Company $52,200 and will yield approximately 70,000 gum tablets which translates into approximately 8,700 salable units, with an anticipated initial order delivery date on or about March 2019. The Company has paid the deposit for this production run in December 2018.
XML 30 R7.htm IDEA: XBRL DOCUMENT v3.10.0.1
Summary of Significant Accounting Policies
 9 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle a number of its long outstanding payables and was able to pay certain of its convertible notes payable, as well as invest in trading and non-trading securities to leverage its operating business. As a result of these two events, the Company was able to rely much less on third-party borrowing during most of the fiscal year while continuing to develop its business. As a result of some of these investments, the Company was able to recognize other income of $151,605, that partially offset their operating losses, resulting in a net loss in the amount of $476,746 for the nine months ended December 31, 2018 compared to a net income of $336,854 for the same period in the prior year as a result of the lawsuit settlement. Also, as a result of this activity the Company had a working capital surplus of $149,147 at December 31, 2018 compared to $367,760 at March 31, 2018. The Company has, however, needed to take on more debt leading up to the launch of Tauri-GumTM. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets and convertible debt offerings to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK or Tauri-GumTM. In addition, the Company, uplisted to the OTC:QB effective July 30, 2018 to have easier access to capital through larger investors. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are unsuccessful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Condensed Consolidated Financial Statements

 

The condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga Biz Dev Corp. All intercompany transactions have been eliminated in consolidation.

 

Non-controlling Interests

 

On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new company the two parties will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. All revenue and expense from these efforts are fully consolidated in the Company’s condensed consolidated financial statements and then the minority interest is designated as noncontrolling interest to derive at net loss attributable to common shareholders. The non-controlling interest at December 31, 2018 and March 31, 2018 is $2,196 and $2,196, respectively. There was neither a net loss or gain attributable to noncontrolling interest for the nine months ended December 31, 2018 and 2017.

 

Revenue Recognition

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue.

 

Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

Commissions earned under this contract with Tauriga Biz Dev Corp. will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK.

 

On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has secured the location for installation of these units and is in the process of installing them.

 

The Company has not entered into any contracts as of December 31, 2018 for the sale of Tauri-GumTM, and as a result has not recognized any sales for this product.

 

The Company recognized no operating revenue for the nine months ended December 31, 2018 compared to $1,018 of operating revenue during the nine months ended December 31, 2017.

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash Equivalents

 

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At December 31, 2018, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of December 31, 2018.

 

Investment in Trading Securities

 

Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded, warrants exercisable for publicly traded common stock as well as publicly traded warrants of these companies. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other operating income or loss.

 

For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other operating income or loss.

 

Investment – Cost Method

 

Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320.

 

Inventory

 

Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering. For wholesale product orders shipping cost is paid by the Company. As of March 31, 2018, as a result of the quality control issues regarding the packaging, the Company had written off the remaining inventory of $16,897 as the manufacturer completed the re-design of the packaging of this product as the Company has determined that the units then on hand were not usable. No other inventory has been purchased for the period ended December 31, 2018. The initial deposit to Per Os Bio for the manufacturing costs of the Tauri-GumTM has been classified as a deposit (other current asset) on the Company’s condensed consolidated balance sheet as the goods are not yet available for sale.

 

Property and Equipment

 

Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

 

Intangible Assets

 

Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition.

 

Net Income (Loss) Per Common Share

 

The Company computes per share amounts in accordance with FASB ASC Topic 260 “Earnings per Share” (“EPS”), which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three and nine months ended December 31, 2018, basic and fully diluted earnings per share were the same as the Company had losses in these periods.

 

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services.

 

Comprehensive Income (Loss)

 

The Company accounts for comprehensive income (loss) under ASC 220, “Income Statement – Reporting Comprehensive Income,” which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss).

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net income (loss) or cash flows of the Company.

 

Impairment of Long-Lived Assets

 

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

 

Research and Development

 

The Company expenses research and development costs as incurred. Research and development costs were $1,150 for the three and nine months ended December 31, 2018 compared to $4,543 and $8,543 for the same period in the prior periods in the prior year, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-GumTM product, cupuaçu butter lip balm, as well as any intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities.

 

Fair Value Measurements

 

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements.

 

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

 

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

 

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Financial instruments classified as Level 1 – quoted prices in active markets include cash.

 

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses.

 

Derivative Financial Instruments

 

Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the condensed consolidated Balance Sheets with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss).

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income (expense) in the condensed consolidated Statements of Operations and Comprehensive Income (Loss).

 

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “Debt—Debt with Conversion and Other Options”), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

 

Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “Derivatives and Hedging,” to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

 

The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.

 

For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.

 

Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period.

 

The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480.

 

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways:

 

  1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or
     
  2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10.

 

The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

 

The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 for the nine months ended December 31, 2017. This adoption of this accounting pronouncement had no effect on the nine months ended December 31, 2018 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the nine months ended December 31, 2017, with no effect on the nine months ended December 31, 2018. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the nine months ended December 31, 2017 and no deemed dividend for the three and nine months ended December 31, 2018.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000; and (iii) the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.

 

Income Taxes

 

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

 

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

 

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of December 31, 2018.

 

Recent Accounting Pronouncements

  

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company had chosen to early adopt this standard as of this reporting period with retro-active restatement of comparative periods.

 

In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The amendments in this update are required for public business entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The update is intended to simplify the annual or interim goodwill impairment test. A public business entity that is a U.S. SEC filer should adopt the amendments in this update for its annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In February 2016, FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s condensed consolidated financial statements.

 

There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or operating results.

 

Subsequent Events

 

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.
XML 31 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Inventory
 9 Months Ended
Dec. 31, 2018
Inventory Disclosure [Abstract]  
Inventory

NOTE 3– INVENTORY

 

As a result of the quality control issues regarding the packaging, the Company has written off the remaining inventory of $16,897 as of March 31, 2018 as they complete the re-design of the packaging of this product as they have determined that the units are not usable.

 

The Company has removed the product from the website and is working with the manufacturer to resolve these issues. The Company, as a result of this, has no Inventory as of December 31, 2018 and March 31, 2018.

 

The initial deposit to Per Os Bio for the manufacturing costs of the Tauri-GumTM has been classified as a deposit (other current asset) on the Company’s condensed consolidated balance sheet as the goods are not yet available for sale.
XML 32 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Property and Equipment
 9 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Property and Equipment

NOTE 4– PROPERTY AND EQUIPMENT

 

The Company’s property and equipment is as follows:

 

    December 31, 2018     March 31, 2018     Estimated Life
    (unaudited)            
Computers, office furniture and other equipment   $ 69,808     $ 59,051     3-5 years
                     
Less: accumulated depreciation     (56,566 )     (56,560 )    
                     
Net   $ 13,242       2,491      

 

On June 29, 2018, the Company purchased four BLINK Level 2 – 40” pedestal chargers for permanent placement in one or more retail locations whereby the Company will share revenue from these electric car vehicle charging units with such location owner. No depreciation expense has been recorded for the charging units as of December 31, 2018 due to the fact that they have not been placed in service. Depreciation expense for the nine months ended December 31, 2018 and 2017 was $732 and $537, respectively.

 

During the nine months ended December 31, 2018 the Company disposed one unit of computer equipment valued at $1,632 recognizing a loss on disposal of $907.
XML 33 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Commitments
 9 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments

NOTE 5 – COMMITMENTS

 

Ice + Jam

 

On December 23, 2016, the Company entered into a non-exclusive, one-year, license agreement (the “License Agreement”) with Cleveland, Ohio based cosmetics products firm Ice + Jam. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm sold under the trademark HerMan® and the two companies will share on a 50/50 basis any profits earned through the Company’s marketing, sales and distribution efforts. The Company continues to evaluate this line of business and will decide by the end of the fiscal year if it will invest more money into this venture.

 

On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019. Based on mutual agreement, at that time, the companies reserve the option to extend for an additional two years (if exercised at that time, this License Agreement would be extended through December 23, 2021).

 

Tauri-GumTM

 

The Company entered into a comprehensive manufacturing agreement with Per Os Bio, whereby they have committed to pay the balance of the initial tranche of merchandise of $25,600. This amount was paid on January 23, 2019.

 

Rent

 

On December 1, 2017, the Company relocated its corporate headquarters from Danbury, Connecticut to New York, New York. The Company has entered into a two-year lease at $1,010 per month for the term of the lease. The Company recorded rent expense of $10,029 for the nine months ended December 31, 2018 compared to $1,017 for the same period in prior year.

 

Lease obligation for Fiscal Year Ended March 31,
2019     3,030  
2020     8,080  
XML 34 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Intangible Assets
 9 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

NOTE 6 – INTANGIBLE ASSETS

 

Patents:

 

Pilus Energy, LLC

 

The Company, through the acquisition of Pilus Energy on January 28, 2014, acquired a patent to develop cleantech energy using proprietary microbiological solution that creates electricity while consuming polluting molecules from wastewater.

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments were to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated balance sheet. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them. As of December 31, 2018, there has been no activity

 

The Company had fully impaired the value of the patents prior to the sale, and the warrants canceled as a result of this transaction was valueless as there is no intrinsic value to them. The Company recorded no gain or loss. Upon Open Therapeutics achieving profitability with respect to this technology, the Company will be the beneficiary of a profit split as noted in the agreement and will recognize revenue from that in the future.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).
XML 35 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
Derivative Liabilities Embedded in Convertible Notes
 9 Months Ended
Dec. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liabilities Embedded in Convertible Notes

NOTE 7 – DERIVATIVE LIABILITIES EMBEDDED IN CONVERTIBLE NOTES

 

The Company has entered into several financial instruments, which consist of notes payable, containing various conversion features. Generally, the financial instruments are convertible into shares of the Company’s common stock at prices that are either marked to the volume weighted average price of the Company’s intended publicly traded stock or a static price determinative from the financial instrument agreements. These prices may be at a significant discount to market determined by the volume weighted average price once the Company completes its reverse acquisition with the intended publicly traded company. The Company, for all intents and purposes, considers this discount to be fair market value as would be determined in an arm’s length transaction with a willing buyer.

 

The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, “Derivatives and Hedging; Embedded Derivatives,” which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. The Company is required to carry the embedded derivative on its condensed consolidated Balance Sheets at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820: (1) Identify the item to be valued and the unit of account; (2) Determine the principal or most advantageous market and the relevant market participants; (3) Select the valuation premise to be used for asset measurements; (4) Consider the risk assumptions applicable to liability measurements; (5) Identify available inputs; (6) Select the appropriate valuation techniques; (7) Make the measurement; (8) Determine amounts to be recognized and information to be disclosed.

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income (expense) in the condensed consolidated Statements of Operations and Comprehensive Income (Loss).

 

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “Debt—Debt with Conversion and Other Options”), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000; and (iii) the November 7, 2016 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.

 

The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.

 

For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.

 

Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period.

 

The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480.

 

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways: 1. Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or 2. Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10.

 

The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

 

The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. The Company was not affected by the adoption of ASU 2017-11 for the nine months ended December 31, 2018 as they had no instruments that would be impacted by this pronouncement, compared to a gain on derivative liability in the amount of $271,280 for the nine months ended December 31, 2017. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the nine months ended December 31, 2017.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000 and the November 7, 2016; and (iii) the 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.
XML 36 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable and Convertible Notes
 9 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Notes Payable and Convertible Notes

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES

 

Notes payable and convertible notes consisted of the following as of:

 

        December 31, 2018     March 31, 2018  
        (unaudited)        
Alternative Strategy Partners PTE Ltd.- Sep 2015   (a)   $ 90,000     $ 90,000  
GS Capital Partners, LLC – Oct 2017   (b)     -       105,000  
GS Capital Partners, LLC – March 2018   (c)     -       48,000  
GS Capital Partners LLC – May 2018   (d)     -       -  
GS Capital Partners, LLC – October 2018   (e)     180,000       -  
Adar Alef, LLC – December 2018   (f)     55,000       -  
Note to an Individual – February 2013   (g)     -       15,000  
Total notes payable and convertible notes         325,000       258,000  
Less - note discounts         (13,524 )     (3,153 )
Less - current portion of these notes         (311,476 )     (254,847 )
Total notes payable and convertible notes, net discounts       $ -     $ -  

 

(a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible note. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of December 31, 2018, this note had accrued interest of $23,468.

 

(b) On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note recivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500.

 

(c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty.

 

(d)

 

 On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty.

 

(e)

 

 On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of December 31, 2018 was $2,643.

 

(f) On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. At December 31, 2018, this note had accrued interest of $133.

 

(g) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its condensed consolidated statement of operations.

 

During the nine months ended December 31, 2018, the Company issued 2,985,754 shares of common stock to holders of convertible notes to retire $70,000 in principal and $11,809 of accrued interest (at an average conversion price of $0.0274 per share) under the convertible notes.

 

During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes. During the year ended March 31, 2018, the Company paid cash of $347,681 to retire convertible note principal and cash of $145,550 to repay interest and prepayment penalties.

 

Interest expense for the three and nine months ended December 31, 2018 was $18,396 and $44,462 compared to $116,540 and $247,332 for the same period in the prior year, respectively. Accrued interest at December 31, 2018 and March 31, 2018 was $26,244 and $33,875, respectively.
XML 37 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Parties
 9 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Related Parties

NOTE 9 – RELATED PARTIES

 

On June 15, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $95,000. This investment is structured as an equity private placement of 1,013,334 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017.

 

On June 21, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $55,000. This investment is structured as an equity private placement of 586,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued on August 1, 2017.

 

On October 6, 2017, Seth Shaw, Chief Executive Officer made a personal investment into the Company of $137,500. This investment is structured as an equity private placement of 1,466,667 shares of Company common stock at $0.09375 per share. The Company used the proceeds for general and administrative purposes. The shares were issued December 19, 2017.

 

As a result of the Company’s joint venture with Ice + Jam, a receivable and a payable was recorded on the Company’s books. As of December 31, 2018, these amounts represented cash Ice + Jam collected from sales of HerMan® through their website in the amount of $581 and a payable in the amount of $5,522 for expenses incurred through the operation of the business.
XML 38 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity
 9 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Stockholders' Equity

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of December 31, 2018, the Company is authorized to issue 100,000,000 shares of its common stock. As of December 31, 2018 and January 28, 2019, there were 57,130,230 and 57,630,230 shares, respectively of common stock are outstanding which includes all adjustments for fractional shares.

 

Fiscal Year 2018

 

During the year ended March 31, 2018, the Company issued 20,160,661 shares of common stock to holders of convertible notes to retire $601,749 in principal and $85,055 of accrued interest (at $0.016875 to $0.09 per share) under the convertible notes.

 

During the year ended March 31, 2018, the Company issued 1,885,715 shares of common stock to a private investor for an aggregate value of $177,500 (at $0.0975 per share).

 

During the year ended March 31, 2018, the Company issued 1,600,000 shares of common stock to Seth Shaw, the Company’s Chief Executive Officer, for an aggregate value of $150,000 ($0.09375 per share).

 

During the year ended March 31, 2018, the Company issued 1,926,667 shares of common stock for services rendered and to be rendered which is reflected in stock-based compensation. Value represents contracts entered into with various consultants, with the grant date fair value amortized over the life of the contracts.

 

During the year ended March 31, 2018, the Company issued 1,133,334 shares of common stock as commitment fees to noteholders at an aggregate value of $86,600 ($0.075 per share).

 

During the year ended March 31, 2018, the Company issued 1,553,334 shares of common stock for debt and legal settlements at an aggregate value of $75,050 ($0.045 per share).

 

During the year ended March 31, 2018, the Company issued 868,000 shares of common stock to former officers and directors for amounts previously accrued at an aggregate value of $173,999 ($0.2025 per share).

 

Fiscal Year 2019

 

During the nine months ended December 31, 2018 the Company issued 1,880,000 shares of its restricted common stock to consultants under consulting agreements.

 

During the nine months ended December 31, 2018 the Company issued 2,985,754 shares of restricted common stock to a noteholder for the conversion of debt and accrued interest having a value of $81,809 (at an average conversion price of $0.0274 per share).

 

In connection with some of the consulting agreements and board advisory agreements the Company has entered into, as the following clauses are part of the compensation arrangements: (a) the consultant will be reimbursed for all reasonable out of pocket expenses and (b) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. The Company recognized $187,045 and $621,510 in stock-based compensation expense related to these agreements in the nine months ended December 31, 2018 and 2017.

 

Warrants for Common Stock

 

The following table summarizes warrant activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

                Weighted      
          Weighted     Average      
          Average     Remaining   Aggregate  
          Exercise     Contractual   Intrinsic  
    Shares     Price     Term   Value  
                       
Outstanding at March 31, 2017     1,220,277     $ 1.50     3.16 Years   $           -  
                             
Granted     213,334       0.2625     4.99 Years     -  
Expired     -       -              
Exercised     -       -              
Canceled     -     $ -         $ -  
                             
Outstanding at March 31, 2018     1,433,611     $ 1.06     3.02 Years   $ -  
                             
Granted     -       -           -  
Expired     -       -              
Exercised     -       -              
Canceled     -       -              
                             
Outstanding and exercisable at December 31, 2018     1,433,611     $ 1.06     2.27 Years   $ -  

  

The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model:

 

    Nine Months Ended
December 31, 2018 (unaudited)		     Year Ended
March 31, 2018		  
Volatility     108.6 %     108.6 %
Risk-free rate     1.24 %     1.24 %
Dividend     -       -  
Expected life of warrants     5.00       5.00  

 

On December 22, 2016, the Company entered in a membership interest transfer agreement with Open Therapeutics whereby the Company sold 80% of its membership interest in Pilus to Open Therapeutics. Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of Open Therapeutics agreed to pay to the Company 20% of the net profit generated Pilus Energy from its previous year’s earnings, if any. The first $75,000 of such payments was to be retained by Pilus Energy as additional consideration for the sale, which is reflected as a contingent liability on the Company’s condensed consolidated Balance Sheets. The Company further agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required. Through December 31, 2018, there has been no activity recorded by Open Therapeutics with respect to Pilus Energy, and thus the $75,000 remains contingently owed to them.

 

On June 27, 2017, the Company entered into a one-year 5% convertible note in the amount of $80,000 with GS Capital Partners, LLC. As partial consideration for the purchase of the note the Company granted 213,334 five-year cashless warrants with an exercise price of $0.2625 per share. Based on the relative fair value of the warrants, the Company recorded a debt discount of $12,546 on the $80,000 note, which was amortized over a period of one-year.

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock. The shares will be recorded at a value of $24,750 ($0.0495 per share).

 

Stock Options

 

On February 1, 2012, the Company awarded to each of two executives’, one current and one former, options to purchase 66,667 common shares, an aggregate of 133,334 shares. These options vested immediately and were for services performed

 

Volatility     220 %
Expected dividend rate     -  
Expected life of options in years     10  
Risk-free rate     1.87 %

 

The following table summarizes option activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

    Shares     Weighted-
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Term		   Aggregate
Intrinsic
Value		  
                       
Outstanding at March 31, 2017     133,334     $ 7.50     4.85 Years   $        —  
                             
Granted     —       —              
Expired     —       —              
Exercised     —       —              
                             
Outstanding at March 31, 2018     133,334     $ 7.50     3.85 Years   $ —  
                             
Granted     —       —              
Expired     —       —              
Exercised     —       —              
                             
Outstanding and exercisable at December 31, 2018     133,334     $ 7.50     3.10 Years   $ —  
XML 39 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Provision for Income Taxes
 9 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Provision for Income Taxes

NOTE 11 – PROVISION FOR INCOME TAXES

 

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

 

Deferred tax assets consist of the following:

 

    December 31, 2018
(unaudited)		     March 31, 2018  
Net operating losses     8,617,000       8,514,000  
Effect of TCJA recalculation     (3,107,000 )     (3,107,000 )
Valuation allowance     (5,510,000 )     (5,407,000 )
    $ -     $ -  

 

At December 31, 2018, the Company had a U.S. net operating loss carryforward in the approximate amount of $11 million available to offset future taxable income through 2038. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company also has a Canadian carry forward loss which approximates $700,000. The valuation allowance increased by $103,000 in the nine months ended December 31, 2018 and increased by $140,000 in the year ended March 31, 2018.

 

On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (“the TCJA”) was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. Also, mandatory repatriation of untaxed foreign earnings and profits will be taxed at 15.5% to the extent the underlying assets are liquid and 8% on the remaining balance. There are other provisions to the TCJA, such as conversion of a worldwide system to a territorial system, limitations on interest expense and domestic production deductions, which will be effective in fiscal 2019. The Company anticipates its effective tax rate to be 28% to 30%, excluding the one-time impact of the TCJA for fiscal 2018 primarily due to the reduction in the federal tax rate. The Company’s actual effective tax rate for fiscal 2018 may differ from management’s estimate due to changes in interpretations and assumptions. Due to the timing of enactment and complexity of the TCJA, the Company is unable to estimate a reasonable range of the one-time impact associated with mandatory repatriation, re-measurement of deferred taxes and other provisions of the TCJA.
XML 40 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments
 9 Months Ended
Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]  
Investments

NOTE 12 – INVESTMENTS

 

Trading securities

 

For investments in securities of other companies that are owned, the Company records them at fair value with unrealized gains and losses reflected in other operating income or loss. For investments in these securities that are sold by us, the Company recognizes the gains and losses attributable to these securities investments as realized gains or losses in other operating income or loss on a first in first out basis.

 

Investment in Trading Securities:

 

At March 31, 2018*                                              
Company       Beginning
of Period
Cost		     Purchases     Sales Proceeds     End of
Period
Cost		     Fair Value     Realized Gain (Loss)     Unrealized Gain (Loss)  
Green Innovations Ltd (GNIN)**   (a)   $ 250,000     $ -     $ (6,815 )     -       -     $ (243,185 )   $ -  
VistaGen Therapeutics Inc (VTGN)   (b)     -       490,117       -       490,117       306,207       -       (183,910 )
Blink Charging Co (BLNK)   (c)     -       190,350       -       190,350       123,750       -       (66,600 )
Blink Charging Co (BLNKW) (Warrants)   (c)     -       900       -       900       31,545       -       30,645  
Aytu BioScience Inc (AYTU)   (d)     -       82,270       -       82,270       119,947       -       37,677  
Lightbridge Corp. (LTBR)   (e)     -       37,511       -       37,511       29,250       -       (8,261 )
Totals       $ 250,000     $ 801,148     $ (6,815 )   $ 801,148     $ 610,699     $ (243,185 )   $ (190,449 )

 

*There were no trading securities during the quarter ended September 30, 2017

** During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security

 

At December 31, 2018                                              
Company       Beginning
of Period
Cost		     Purchases     Sales
Proceeds		     End of
Period
Cost		     Fair
Value		     Realized
Gain (Loss)		     Unrealized
Gain (Loss)		  
Green Innovations Ltd (GNIN)*   (a)   $ -       -     $ -     $ -     $ -     $ -     $ -  
VistaGen Therapeutics Inc (VTGN)   (b)     490,117       349,498       (517,485 )     287,500       347,300       (34,630 )     216,110  
Blink Charging Co (BLNK)   (c)     190,350       151,666       (367,142 )     -       -       25,126       66,600  
Blink Charging Co (BLNKW) (Warrants)   (c)     900       162,215       (468,496 )     -       -       305,381       (30,645 )
Aytu BioScience Inc (AYTU)   (d)     82,270       100,030       (144,094 )     -       -       (38,206 )     (37,677 )
Lightbridge Corp. (LTBR)   (e)     37,511       299,028       (202,514 )     120,440       65,852       (13,585 )     (54,588 )
Pulmatrix Inc. (PULM)   (f)     -       204,802       (183,737 )     -       -       (21,065 )     -  
Axovant Sciences Ltd. (AXON)   (g)     -       103,938       (98,433 )     -       -       (5,505 )     -  
Basanite Inc. (BASA)   (h)     -       42,998       (10,821 )     30,000       30,000       (2,177 )     37,960  
Achieve Life Sciences (ACHV)   (i)     -       177,356       (80,026 )     37,182       13,310       (60,148 )     (23,872 )
Decision Diagnostics (DECN)   (j)     -       20,479       (16,894 )     -       -       (3,586 )     (2,099 )
Totals       $ 801,148     $ 1,612,010     $ (2,089,641 )   $ 475,122     $ 456,462     $ 151,605     $ 171,789  

 

(a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125.
   
(b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018, the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN.
   
(c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381.

 

(d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding.

 

(e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding.
   
(f) During the nine months ended December 31, 2018, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the nine months ended December 31, 2018, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding.
   
(g) During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding.
   
(h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company’s broker of record.
   
(i) During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872.
   
(j) During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586.

 

At December 31, 2018, the Company held warrants for AYTU to purchase 5,555 common shares at a strike price of $10.80 with an expiration of March 6, 2023. The strike price and number of shares were adjusted for the August 10, 2018, 1 for 20 reverse stock split. At December 31, 2018 these warrants were out of the money by $10.01 per share and are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid.

 

At December 31, 2018, the Company currently holds warrants for VTGN to purchase 320,000 shares of common stock at a strike price of $1.50 per share with an expiration of December 13, 2022 and warrants for VTGN to purchase 230,000 shares of common stock at a strike price of $1.50 per share with an expiration of February 28, 2022. At December 31, 2018 these warrants were even money where the stock closing price was equal to the option strike price. Since these warrants are not publicly traded, the Company has not recognized the value of these warrants as they are not liquid.

 

Digital Currency

 

During the year ended March 31, 2018, the Company completed cumulative purchases in the Groestlcoin cryptocurrency in the aggregate amount of $35,000 for 27,919.133 units ($0.79 per unit). (Crypto Currency Code: GRS). The purchase of this currency cannot be executed directly using $USD. The Company must purchase Bitcoin (BTC) and then purchase the Groestlcoin cryptocurrency by using BTC. This two-step process triggers the potential recognition of realized gains or losses on the purchase of Groestlcoin. For the year ended March 31, 2018 the Company realized a loss of $2,859 on exchange from BTC reflected as other operation income. The investment in Groestlecoin has a cost of $31,481 net of fees, unrealized loss of $9,425 and a fair value of $22,056.

 

On April 2, 2018, the Company completed a purchase in the Groestlcoin cryptocurrency in the aggregate amount of $8,000 for 11,922.81 units ($0.6569 per unit).

 

On July 15, 2018, the Company sold all of its 39,862 units of Groestlcoin cryptocurrency converting it into 4.17 units of BTC having a value of $32,230. On August 20, 2018, the Company converted its BTC to gold bullion and silver coins at a value of $26,783.

 

On August 25, 2018, the Company sold all gold and silver commodities held for a sum of $24,046, recognizing a loss on the transaction of $2,737.

 

During the nine months ended December 31, 2018, had an unrealized loss on digital currency of $3,142 prior to the conversion to the gold and silver.

 

Equity investments

 

Honeywood

 

Effective August 1, 2017, the Company entered into a Debt Conversion Agreement in respect to a secured promissory note issued following the unwinding of the Honeywood acquisition (See NOTE 1), whereby the Company agreed to convert the entire principal and accrued but unpaid interest due under the note into a 5% membership interest in Honeywood.

 

The Company made an assessment for impairment of its investment in Honeywood at the entity level. During the relationship between the Company and Honeywood, Honeywood had a working capital deficiency and had a history of operating losses. In accordance with FASB ASC 320-10-35-28, “Investments—Debt and Equity Securities,” a Company may not record an impairment loss on the investment but shall continue to evaluate whether the investment is impaired (that is, shall estimate the fair value of the investment) in each subsequent reporting period until either of the following occurs: (a) the investment experiences a recovery of fair value up to (or beyond) its cost; or (b) the entity recognizes an other-than-temporary impairment loss. At the time of the Debt Conversion Agreement the receivable balance of $199,119 had been fully written off by the Company in a prior period. As a result of this Debt Conversion Agreement, the Company deemed the investment to still have no current value. The Company recorded this investment at $0. Thus, no recovery of bad debt and no impairment will be recognized in this period.

 

Cost investments

 

Küdzoo, Inc.

 

On September 4, 2018, the Company invested $15,000 in Küdzoo, Inc. (“Küdzoo”), a privately held company. Küdzoo is the developer of a mobile application that rewards students for their grades and achievements with deals and opportunities. The investment is recorded at cost and represents 0.2% of the value of Küdzoo based on a pre-money valuation of $7,500,000. The Company will test this investment for impairment at least annually.

 

Serendipity

 

On October 31, 2018, the Company invested $35,000 in Serendipity Brands LLC (dba Serendipity Ice Cream Co.) (“Serendipity”), a privately held Company. Serendipity is an ice cream distribution company providing wholesale distribution to retail customers. The investment was recorded at cost and represents 0.24% of the value of Serendipity based on a pre-money valuation of approximately $14 million. The Company will test this investment for impairment at least annually.
XML 41 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Litigation
 9 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Litigation

NOTE 13 – LITIGATION

 

On November 9, 2017, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al.) before the United States District Court of the District of New Jersey, Civil Action No. 3:16-cv-06285 (the “Action”) to resolve all claims between the parties in the Action for aggregate consideration to the Company of $2,050,000. Also, as part of the Settlement Agreement, the defendants agreed to release any and all claims against the Company. Upon receipt of the Settlement Payment, the Company dismissed the Action with prejudice. The settlement amount was funded in its entirety by professional liability insurance for the defendants. The Company and the defendants also exchanged general releases of all claims against the other as part of the Settlement Agreement, including any potential derivative actions, and to avoid any future public comments on the Action, unless required by law.
XML 42 R19.htm IDEA: XBRL DOCUMENT v3.10.0.1
Fair Value Measurements
 9 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements

NOTE 14 – FAIR VALUE MEASUREMENTS

 

The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 and March 31, 2018:

 

    December 31, 2018 (unaudited)  
    Level 1     Level 2     Level 3     Total  
Assets                                
Investment-trading securities   $ 456,462     $     -     $ -     $ 456,462  
Cost method investment – Küdzoo   $ -     $ -     $ 15,000     $ 15,000  
Cost method investment – Serendipity Brands   $ -     $ -     $ 35,000     $ 35,000  

 

    March 31, 2018  
    Level 1     Level 2     Level 3     Total  
Assets                                
Investment-trading securities   $ 610,699     $ -     $       -     $ 610,699  
Investment in digital currency   $ 22,056     $ -     $ -     $ 22,056  

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income/expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
XML 43 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
Subsequent Events
 9 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

 

Common Stock

 

Subsequent to December 31, 2018, the Company issued additional shares of common stock as follows; (i) 500,000 shares for commitment shares relative to convertible note issued; and (ii) 500,000 shares to relieve a contingent liability of the Company.

 

On January 8, 2019 the Company entered into a security purchase agreement with an accredited investor to purchase 1,000,000 shares at $0.02 for a purchase price of $20,000. As of this report date the shares have not been issued,

 

On January 11, 2019, the Company entered into a twelve-month consulting agreement with a consultant for services to be rendered in exchange for $2,000 cash and 1,250,000 shares of the Company’s restricted common stock. The shares of stock have a value of $61,875 ($0.0495 per share) based on the closing price of the Company’s stock on the date of the agreement. As of this report date the shares have not been issued.

 

Convertible Notes

 

On January 23, 2019, the Company and Eagle Equities, LLC (“Eagle Equities”) consummated entry into a Securities Purchase Agreement where the Company will borrow $62,000 at 8% annual interest under a one-year term convertible note. The note is convertible into restricted stock of the Company. In connection with this agreement, the Company issued 500,000 commitment shares having a value of $18,500 ($0.037 per share) which will be reflected as interest expense in the Company’s condensed consolidated statement of operations during the year ended March 31,2019. The restricted stock was valued at the closing price on January 18, 2019. Legal fees of $2,000 will be deducted from cash proceeds of the note payable to investor’s counsel. Under the note, the Company is required initially to reserve 18,500,000 shares of its common stock, and thereafter to reserve up to four times the discounted value of the note. The noteholder may, at any time, at its option, convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s common stock at a conversion price for each share of Common Stock equal to 65% of the Average of the two lowest closing bid prices of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the fifteen prior trading days, including the day upon which a notice of conversion is received by the Company. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 35% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note.

 

During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date. The note is not able to be prepaid after 180 days after the issuance date.

 

Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-month anniversary of the note, then the holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share.

 

The Company and Eagle Equities entered into a side letter agreement contemporaneous to the securities purchase agreement and the note. Under the terms of the side letter, Eagle Equities acknowledges that the Company currently has an insufficient number of authorized shares of Common Stock available to reserve the required number of shares of Common Stock for conversion of the note. In order to remedy this share reservation and conversion issue, the Company has agreed that it shall use commercially reasonable efforts to obtain shareholder approval on or before April 15, 2019 to amend its articles of incorporation to increase its authorized share capital to provide for a sufficient number of shares of Common Stock to satisfy the conversion rights of Eagle Equities under the securities purchase agreement and the note. Eagle Equities further agreed that until the earlier to occur of (i) the increase in the Company’s authorized share capital or (ii) April 15, 2019, it shall not and has no right to seek, provide notice of or demand any conversions under the Note, seek additional shares of Common Stock, or to claim a default, damages or other penalties thereunder.

 

Other

 

On January 12, 2019, the Company and Open Therapeutics agreed to extinguish the $75,000 contingent liability in exchange for a one-time issuance of 500,000 restricted shares of Company’s common stock (included in above totals). The shares will be recorded at a value of $24,750 ($0.0495 per share). As of this report date the shares have not been issued.
XML 44 R21.htm IDEA: XBRL DOCUMENT v3.10.0.1
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Going Concern

Going Concern

 

In the year ended March 31, 2018, the Company had two substantial events occur. The Company launched its joint venture product as noted above. This resulted in operations that the Company recognized its initial sales orders from. Operations from this joint venture are currently on hold while the Company works out quality control issues regarding the packaging of the individual units. As a result, the entire inventory balance has been written off. Additionally, the Company settled the case entitled Tauriga Sciences, Inc. v. Cowan, Gunteski & Co., P.A., et al. that was ongoing for over one year. Due to the settlement of the lawsuit, the Company was able to record $2,050,000 in other income in the year ended March 31, 2018. With the collection of proceeds from the lawsuit, the Company was able to settle a number of its long outstanding payables and was able to pay certain of its convertible notes payable, as well as invest in trading and non-trading securities to leverage its operating business. As a result of these two events, the Company was able to rely much less on third-party borrowing during most of the fiscal year while continuing to develop its business. As a result of some of these investments, the Company was able to recognize other income of $151,605, that partially offset their operating losses, resulting in a net loss in the amount of $476,746 for the nine months ended December 31, 2018 compared to a net income of $336,854 for the same period in the prior year as a result of the lawsuit settlement. Also, as a result of this activity the Company had a working capital surplus of $149,147 at December 31, 2018 compared to $367,760 at March 31, 2018. The Company has, however, needed to take on more debt leading up to the launch of Tauri-GumTM. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve more than nominal sales and profitable operations and sustain cash flow to operate the Company for a period of twelve months. Management’s plans with respect to this include raising capital through equity markets and convertible debt offerings to fund future operations and cultivating new license agreements or acquiring ownership in technology or other operating companies or formulating relationships such as the one with BLINK or Tauri-GumTM. In addition, the Company, uplisted to the OTC:QB effective July 30, 2018 to have easier access to capital through larger investors. The Company intends to continue funding its operations either through cash-on-hand or through financing alternatives. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are unsuccessful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Condensed Consolidated Financial Statements

Condensed Consolidated Financial Statements

 

The condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, Tauriga Canada, Inc., its controlling interest in a joint venture with Ice + Jam LLC and its wholly-owned subsidiary Tauriga Biz Dev Corp. All intercompany transactions have been eliminated in consolidation.
Non-controlling Interests

Non-controlling Interests

 

On December 23, 2016, the Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC. Under terms of the License Agreement, the Company will market Ice + Jam’s proprietary cupuaçu butter lip balm, sold under the trademark HerMan®. To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new company the two parties will evenly share on a 50/50 basis any profits generated through the Company’s marketing, sales and distribution efforts. All revenue and expense from these efforts are fully consolidated in the Company’s condensed consolidated financial statements and then the minority interest is designated as noncontrolling interest to derive at net loss attributable to common shareholders. The non-controlling interest at December 31, 2018 and March 31, 2018 is $2,196 and $2,196, respectively. There was neither a net loss or gain attributable to noncontrolling interest for the nine months ended December 31, 2018 and 2017.
Revenue Recognition

Revenue Recognition

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017 as the Company commenced sales of HerMan® using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue.

 

Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

 

On March 29, 2018 the Company, through Tauriga Biz Dev Corp., entered into an independent sales representative agreement with BLINK. Under this agreement the Company will be a non-exclusive independent sales representative. The Company will act on behalf of BLINK to solicit orders from potential customers for EV Stations placement. Tauriga Biz Dev Corp. will be compensated upon contracting and as long as the Company’s acquired prospect remains under contract. This arrangement has the potential to earn both short term as well as long term recurring revenue by helping BLINK expand its national electric vehicle charging infrastructure and network. This sales agreement is a three-tier model based on whether Tauriga Biz Dev Corp. contracts the new customer to purchase equipment outright from BLINK or enter into one of two revenue-sharing agreements. In the case Tauriga Biz Dev Corp. effectuates a sale of BLINK equipment it will receive a one-time sales commission based on the sales price of the equipment sale. In the case where Tauriga Biz Dev Corp. secures a revenue sharing agreement with a customer where BLINK remains the owner, Tauriga Biz Dev Corp. will be paid an on-going commission based off of gross charger revenue, subject to which party paid for the installation. Commission payments under the revenue sharing agreement are subject to minimum revenue generation hurdles.

 

Commissions earned under this contract with Tauriga Biz Dev Corp. will be recorded as revenue when earned. Based on a binding agreement in place between BLINK and the referral provided by the Company, revenue will be recorded based on equipment value purchased or placed in service as well as the length of the contract. The Company is currently working towards its goal of generating potential revenue deriving from this Reseller Agreement with BLINK.

 

On June 29, 2018, the Company purchased four BLINK Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The rest of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner to will pay for the cost of providing power to these unit as well as installation costs. The Company has secured the location for installation of these units and is in the process of installing them.

 

The Company has not entered into any contracts as of December 31, 2018 for the sale of Tauri-GumTM, and as a result has not recognized any sales for this product.

 

The Company recognized no operating revenue for the nine months ended December 31, 2018 compared to $1,018 of operating revenue during the nine months ended December 31, 2017.
Use of Estimates

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents

Cash Equivalents

 

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At December 31, 2018, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of December 31, 2018.
Investment in Trading Securities

Investment in Trading Securities

 

Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded, warrants exercisable for publicly traded common stock as well as publicly traded warrants of these companies. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other operating income or loss.

 

For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other operating income or loss.
Investment - Cost Method

Investment – Cost Method

 

Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320.
Inventory

Inventory

 

Inventory consists of finished goods in salable condition and is stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged, labeled salable inventory. Shipping of product to finished good inventory fulfillment center is also included in the total inventory cost. Shipping of product upon sale for online sales is paid by the customer upon ordering. For wholesale product orders shipping cost is paid by the Company. As of March 31, 2018, as a result of the quality control issues regarding the packaging, the Company had written off the remaining inventory of $16,897 as the manufacturer completed the re-design of the packaging of this product as the Company has determined that the units then on hand were not usable. No other inventory has been purchased for the period ended December 31, 2018. The initial deposit to Per Os Bio for the manufacturing costs of the Tauri-GumTM has been classified as a deposit (other current asset) on the Company’s condensed consolidated balance sheet as the goods are not yet available for sale.
Property and Equipment

Property and Equipment

 

Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.
Intangible Assets

Intangible Assets

 

Intangible assets consisted of licensing fees and a patent prior to being impaired which were stated at cost. Licenses were amortized over the life of the agreement and patents were amortized over the remaining life of the patent at the date of acquisition.
Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

 

The Company computes per share amounts in accordance with FASB ASC Topic 260 “Earnings per Share” (“EPS”), which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three and nine months ended December 31, 2018, basic and fully diluted earnings per share were the same as the Company had losses in these periods.
Stock-Based Compensation

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services.
Comprehensive Income (Loss)

Comprehensive Income (Loss)

 

The Company accounts for comprehensive income (loss) under ASC 220, “Income Statement – Reporting Comprehensive Income,” which requires entities to report comprehensive income (loss) within a continuous statement of comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income (loss).
Reclassifications

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net income (loss) or cash flows of the Company.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.
Research and Development

Research and Development

 

The Company expenses research and development costs as incurred. Research and development costs were $1,150 for the three and nine months ended December 31, 2018 compared to $4,543 and $8,543 for the same period in the prior periods in the prior year, respectively. The Company is continually evaluating products and technologies in the natural wellness space, including its Tauri-GumTM product, cupuaçu butter lip balm, as well as any intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities.
Fair Value Measurements

Fair Value Measurements

 

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements.

 

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

 

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

 

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Financial instruments classified as Level 1 – quoted prices in active markets include cash.

 

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses.
Derivative Financial Instruments

Derivative Financial Instruments

 

Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible debentures are embedded derivatives and are separately valued and accounted for on the condensed consolidated Balance Sheets with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining the fair value of our derivatives are binomial pricing models. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss).

 

With the issuance of the July 2017 FASB ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features, the Company has chosen the early adopt retroactively the amendments in Part I of the standard whereby fair value derivative liabilities previously recognized were derecognized in the current and comparative periods. Under the amendments included in this update, the Company is no longer required to record changes in fair value during the period of change as a separate component of other income (expense) in the condensed consolidated Statements of Operations and Comprehensive Income (Loss).

 

The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, “Debt—Debt with Conversion and Other Options”), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

 

Under current GAAP, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, “Derivatives and Hedging,” to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

 

The amendments in this Update revise the guidance for instruments with down round features in Subtopic 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity,” which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.

 

For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity-classified freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.

 

Those amendments in Part I of this Update are a cost savings relative to current GAAP. This is because, assuming the required criteria for equity classification in Subtopic 815-40 are met, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature. For convertible instruments with embedded conversion options that have down round features, applying specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity. Under that specialized guidance, the issuer recognizes the intrinsic value of the feature only when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period.

 

The amendments in Part II of this Update replace the indefinite deferral of certain guidance in Topic 480 with a scope exception. This has the benefit of improving the readability of the Codification and reducing the complexity associated with navigating the guidance in Topic 480.

 

For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part 1 of this Update should be applied in either of the following ways:

 

  1. retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective; or
     
  2. retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10.

 

The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

 

The Company has identified that instruments previously carried as derivative liabilities were deemed to be such on the basis of embedded features containing down round provisions, resulting in the strike price being reduced on the basis of the pricing of future equity offerings. In accordance with the adoption of ASU 2017-11, the Company recorded a gain on derivative liability in the amount of $271,280 for the nine months ended December 31, 2017. This adoption of this accounting pronouncement had no effect on the nine months ended December 31, 2018 as there were no instruments that would have caused this presentation. The Company also recorded a corresponding loss on extinguishment of debt in the amount of $271,280 for the nine months ended December 31, 2017, with no effect on the nine months ended December 31, 2018. Along with this transaction, the Company recorded a deemed dividend to shareholders in the amount of $271,280 for the nine months ended December 31, 2017 and no deemed dividend for the three and nine months ended December 31, 2018.

 

The three instruments affected by this adoption were (i) the June 1, 2015, 7% Convertible Redeemable Note with a principal amount of $104,000 with a maturity date of June 1, 2016 with Union Capital, LLC which contains an anti-ratchet clause; (ii) the July 14, 2015, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $96,000 issued with an original issue discount of $16,000; and (iii) the November 7, 2016, 12% convertible redeemable note with Group 10 Holdings, LLC having a principal amount of $45,000 issued with an original issue discount of $7,000. The two Group 10 Holdings, LLC notes contain a most favored nations clause, allowing the note holder to adopt any term of future convertible redeemable notes which would be beneficial to them. All of these instruments noted herein have been fully repaid or converted as of October 10, 2017.
Income Taxes

Income Taxes

 

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

 

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

 

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of December 31, 2018.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

  

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company had chosen to early adopt this standard as of this reporting period with retro-active restatement of comparative periods.

 

In January 2017, the FASB issued Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The amendments in this update are required for public business entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The update is intended to simplify the annual or interim goodwill impairment test. A public business entity that is a U.S. SEC filer should adopt the amendments in this update for its annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is assessing the impact, if any, of implementing this guidance on its financial position and results of operations.

 

In February 2016, FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s condensed consolidated financial statements.

 

There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or operating results.
Subsequent Events

Subsequent Events

 

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.
XML 45 R22.htm IDEA: XBRL DOCUMENT v3.10.0.1
Property and Equipment (Tables)
 9 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

The Company’s property and equipment is as follows:

 

    December 31, 2018     March 31, 2018     Estimated Life
    (unaudited)            
Computers, office furniture and other equipment   $ 69,808     $ 59,051     3-5 years
                     
Less: accumulated depreciation     (56,566 )     (56,560 )    
                     
Net   $ 13,242       2,491      
XML 46 R23.htm IDEA: XBRL DOCUMENT v3.10.0.1
Commitments (Tables)
 9 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Lease Obligation

Lease obligation for Fiscal Year Ended March 31,
2019     3,030  
2020     8,080  
XML 47 R24.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable and Convertible Notes (Tables)
 9 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Schedule of Notes Payable to Individuals and Companies

Notes payable and convertible notes consisted of the following as of:

 

        December 31, 2018     March 31, 2018  
        (unaudited)        
Alternative Strategy Partners PTE Ltd.- Sep 2015   (a)   $ 90,000     $ 90,000  
GS Capital Partners, LLC – Oct 2017   (b)     -       105,000  
GS Capital Partners, LLC – March 2018   (c)     -       48,000  
GS Capital Partners LLC – May 2018   (d)     -       -  
GS Capital Partners, LLC – October 2018   (e)     180,000       -  
Adar Alef, LLC – December 2018   (f)     55,000       -  
Note to an Individual – February 2013   (g)     -       15,000  
Total notes payable and convertible notes         325,000       258,000  
Less - note discounts         (13,524 )     (3,153 )
Less - current portion of these notes         (311,476 )     (254,847 )
Total notes payable and convertible notes, net discounts       $ -     $ -  

 

(a) Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible note. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of December 31, 2018, this note had accrued interest of $23,468.

 

(b) On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note recivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500.

 

(c) On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty.

 

(d)

 

 On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty.

 

(e)

 

 On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of December 31, 2018 was $2,643.

 

(f) On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. At December 31, 2018, this note had accrued interest of $133.

 

(g) An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its condensed consolidated statement of operations.
XML 48 R25.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity (Tables)
 9 Months Ended
Dec. 31, 2018
Schedule of Warrants Activity

The following table summarizes warrant activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

                Weighted      
          Weighted     Average      
          Average     Remaining   Aggregate  
          Exercise     Contractual   Intrinsic  
    Shares     Price     Term   Value  
                       
Outstanding at March 31, 2017     1,220,277     $ 1.50     3.16 Years   $           -  
                             
Granted     213,334       0.2625     4.99 Years     -  
Expired     -       -              
Exercised     -       -              
Canceled     -     $ -         $ -  
                             
Outstanding at March 31, 2018     1,433,611     $ 1.06     3.02 Years   $ -  
                             
Granted     -       -           -  
Expired     -       -              
Exercised     -       -              
Canceled     -       -              
                             
Outstanding and exercisable at December 31, 2018     1,433,611     $ 1.06     2.27 Years   $ -  
Schedule of Stock Options Activity

The following table summarizes option activity for the nine months ended December 31, 2018 and year ended March 31, 2018:

 

    Shares     Weighted-
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Term		   Aggregate
Intrinsic
Value		  
                       
Outstanding at March 31, 2017     133,334     $ 7.50     4.85 Years   $        —  
                             
Granted     —       —              
Expired     —       —              
Exercised     —       —              
                             
Outstanding at March 31, 2018     133,334     $ 7.50     3.85 Years   $ —  
                             
Granted     —       —              
Expired     —       —              
Exercised     —       —              
                             
Outstanding and exercisable at December 31, 2018     133,334     $ 7.50     3.10 Years   $ —  
Warrant [Member]  
Schedule of Assumptions Under Black-Scholes Pricing Model

The warrants were valued utilizing the following assumptions employing the Black-Scholes Pricing Model:

 

    Nine Months Ended
December 31, 2018 (unaudited)		     Year Ended
March 31, 2018		  
Volatility     108.6 %     108.6 %
Risk-free rate     1.24 %     1.24 %
Dividend     -       -  
Expected life of warrants     5.00       5.00  
Stock Options [Member]  
Schedule of Assumptions Under Black-Scholes Pricing Model

These options vested immediately and were for services performed

 

Volatility     220 %
Expected dividend rate     -  
Expected life of options in years     10  
Risk-free rate     1.87 %
XML 49 R26.htm IDEA: XBRL DOCUMENT v3.10.0.1
Provision for Income Taxes (Tables)
 9 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Assets

Deferred tax assets consist of the following:

 

    December 31, 2018
(unaudited)		     March 31, 2018  
Net operating losses     8,617,000       8,514,000  
Effect of TCJA recalculation     (3,107,000 )     (3,107,000 )
Valuation allowance     (5,510,000 )     (5,407,000 )
    $ -     $ -  
XML 50 R27.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments (Tables)
 9 Months Ended
Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]  
Schedule of Investment in Trading Securities

Investment in Trading Securities:

 

At March 31, 2018*                                              
Company       Beginning
of Period
Cost		     Purchases     Sales Proceeds     End of
Period
Cost		     Fair Value     Realized Gain (Loss)     Unrealized Gain (Loss)  
Green Innovations Ltd (GNIN)**   (a)   $ 250,000     $ -     $ (6,815 )     -       -     $ (243,185 )   $ -  
VistaGen Therapeutics Inc (VTGN)   (b)     -       490,117       -       490,117       306,207       -       (183,910 )
Blink Charging Co (BLNK)   (c)     -       190,350       -       190,350       123,750       -       (66,600 )
Blink Charging Co (BLNKW) (Warrants)   (c)     -       900       -       900       31,545       -       30,645  
Aytu BioScience Inc (AYTU)   (d)     -       82,270       -       82,270       119,947       -       37,677  
Lightbridge Corp. (LTBR)   (e)     -       37,511       -       37,511       29,250       -       (8,261 )
Totals       $ 250,000     $ 801,148     $ (6,815 )   $ 801,148     $ 610,699     $ (243,185 )   $ (190,449 )

 

*There were no trading securities during the quarter ended September 30, 2017

** During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security

 

At December 31, 2018                                              
Company       Beginning
of Period
Cost		     Purchases     Sales
Proceeds		     End of
Period
Cost		     Fair
Value		     Realized
Gain (Loss)		     Unrealized
Gain (Loss)		  
Green Innovations Ltd (GNIN)*   (a)   $ -       -     $ -     $ -     $ -     $ -     $ -  
VistaGen Therapeutics Inc (VTGN)   (b)     490,117       349,498       (517,485 )     287,500       347,300       (34,630 )     216,110  
Blink Charging Co (BLNK)   (c)     190,350       151,666       (367,142 )     -       -       25,126       66,600  
Blink Charging Co (BLNKW) (Warrants)   (c)     900       162,215       (468,496 )     -       -       305,381       (30,645 )
Aytu BioScience Inc (AYTU)   (d)     82,270       100,030       (144,094 )     -       -       (38,206 )     (37,677 )
Lightbridge Corp. (LTBR)   (e)     37,511       299,028       (202,514 )     120,440       65,852       (13,585 )     (54,588 )
Pulmatrix Inc. (PULM)   (f)     -       204,802       (183,737 )     -       -       (21,065 )     -  
Axovant Sciences Ltd. (AXON)   (g)     -       103,938       (98,433 )     -       -       (5,505 )     -  
Basanite Inc. (BASA)   (h)     -       42,998       (10,821 )     30,000       30,000       (2,177 )     37,960  
Achieve Life Sciences (ACHV)   (i)     -       177,356       (80,026 )     37,182       13,310       (60,148 )     (23,872 )
Decision Diagnostics (DECN)   (j)     -       20,479       (16,894 )     -       -       (3,586 )     (2,099 )
Totals       $ 801,148     $ 1,612,010     $ (2,089,641 )   $ 475,122     $ 456,462     $ 151,605     $ 171,789  

 

(a) During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125.
   
(b) On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018, the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN.
   
(c) The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381.

 

(d) On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding.

 

(e) On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding.
   
(f) During the nine months ended December 31, 2018, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the nine months ended December 31, 2018, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding.
   
(g) During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding.
   
(h) On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company’s broker of record.
   
(i) During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872.
   
(j) During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586.
XML 51 R28.htm IDEA: XBRL DOCUMENT v3.10.0.1
Fair Value Measurements (Tables)
 9 Months Ended
Dec. 31, 2018
Fair Value Disclosures [Abstract]  
Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2018 and March 31, 2018:

 

    December 31, 2018 (unaudited)  
    Level 1     Level 2     Level 3     Total  
Assets                                
Investment-trading securities   $ 456,462     $     -     $ -     $ 456,462  
Cost method investment – Küdzoo   $ -     $ -     $ 15,000     $ 15,000  
Cost method investment – Serendipity Brands   $ -     $ -     $ 35,000     $ 35,000  

 

    March 31, 2018  
    Level 1     Level 2     Level 3     Total  
Assets                                
Investment-trading securities   $ 610,699     $ -     $       -     $ 610,699  
Investment in digital currency   $ 22,056     $ -     $ -     $ 22,056  
XML 52 R29.htm IDEA: XBRL DOCUMENT v3.10.0.1
Basis of Operations (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 28, 2018
Jun. 08, 2018
Mar. 31, 2018
Mar. 12, 2018
Nov. 27, 2017
Dec. 23, 2016
Dec. 22, 2016
Sep. 24, 2014
Mar. 31, 2014
Jan. 28, 2014
Dec. 31, 2018
Mar. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Mar. 10, 2014
Common stock, par value     $ 0.00001 $ 0.00001             $ 0.00001 $ 0.00001 $ 0.00001    
Common stock, shares authorized     100,000,000 100,000,000             100,000,000 100,000,000 100,000,000    
Reverse stock split, description   1-for-75   1-for-75                 1-for-75    
Reverse stock split, shares   4,078,179,672                          
Reduction in outstanding shares   54,380,230                          
Profit sharing description           To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts.                  
Description of initial product batch defect                         The Company immediately made the decision to work with the manufacturer to attempt to permanently address and fix this defect issue (which the Company believes has affected approximately 30% of the initial product batch).    
Amount received from sale                            
Written off inventory     $ 16,897                 $ 16,897      
Legal fees                         2,500 $ 26,900  
Contingent liability     $ 75,000               $ 75,000 $ 75,000 75,000    
Initial production cost $ 52,200                            
License Agreement [Member]                              
Profit sharing description           Under terms of the License Agreement, the Company will market Ice + Jam's proprietary cupuacu butter lip balm, sold under the trademark HERMAN® and the two companies will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts.                  
Number of common stock shares issued           66,667                  
Common stock shares issued value           $ 27,500                  
Shares issued price per share           $ 0.38                  
License agreement extended term         2 years                    
Definitive Agreement [Member] | Honeywood LLC [Member]                              
Cash advanced to related party                             $ 217,000
Legal fees                 $ 178,000            
Termination Agreement [Member] | Honeywood LLC [Member]                              
Debt principal amount               $ 170,000              
Note bears interest rate per annum               6.00%              
Note repayable date               Repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016.              
Honeywood Conversion Agreement [Member]                              
Accounts receivable written off                     199,119   199,119    
Investment                     $ 0   $ 0    
Honeywood Conversion Agreement [Member] | Ownership [Member]                              
Percentage of membership interest                     5.00%   5.00%    
Definitive Merger Agreement [Member] | Pilus Energy, LLC [Member]                              
Issuance warrants to purchase of common stock                   1,333,334          
Business acquisition fair value                   $ 2,000,000          
Business acquisition description                   In addition, the Company paid Open Therapeutics, LLC (f/k/a Bacterial Robotics, LLC and Microbial Robots, LLC) ("Open Therapeutics"), formerly the parent company of Pilus, $50,000 on signing the merger agreement and $50,000 at the time of closing.          
Sign memorandum of understanding and time of closing value                   $ 50,000          
Business acquisition of common stock                   1,333,334          
Transfer Agreement [Member] | Open Therapeutics [Member]                              
Number of warrants cancelled             308,455                
Contingent liability                     $ 75,000   $ 75,000    
Transfer Agreement [Member] | Open Therapeutics [Member] | January 12, 2019 [Member]                              
Common stock shares issued value                     $ 24,750        
Shares issued price per share                     $ 0.0495   $ 0.0495    
Contingent liability                     $ 75,000   $ 75,000    
Restricted common stock issued during period                     500,000        
Transfer Agreement [Member] | Ownership [Member] | Open Therapeutics [Member]                              
Percentage of membership interest             20.00%                
Transfer Agreement [Member] | Open Therapeutics [Member]                              
Issuance warrants to purchase of common stock             385,569                
Percentage of membership interest sold             80.00%                
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period             80.00%                
Percentage of net profit generated             20.00%                
Contingent liability             $ 75,000                
Previously Authorized Shares [Member]                              
Common stock, par value       $ 0.00001                      
Common stock, shares authorized       7,500,000,000                      
XML 53 R30.htm IDEA: XBRL DOCUMENT v3.10.0.1
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2018
Dec. 23, 2016
Jun. 01, 2015
Dec. 31, 2018
Mar. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Nov. 07, 2016
Jul. 14, 2015
Gain on legal settlement         $ 2,050,000 $ 2,053,350 $ 2,050,000    
Other income (expense)       (175,894)   2,094,114 244,171 1,966,672      
Net profit loss       377,980   (1,569,815) 476,746 (336,854)      
Change in working capital $ 367,760     149,147 $ 367,760   149,147   367,760    
License agreement term, description   The Company entered into a non-exclusive, one-year license agreement (subsequently extended by an additional two-years) with Ice + Jam LLC.                  
Profit sharing description   To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts.                  
Non-controlling interest 2,196     2,196 2,196   2,196   $ 2,196    
Net loss attributable to noncontrolling interest              
Operating revenue recognized                    
Cash FDIC insured amount       250,000     250,000        
Cash equivalents                  
Operating revenue         1,018 1,018      
Written off inventory $ 16,897       $ 16,897            
Research and development costs       1,150   4,543 1,150 8,543      
Gain on derivative liability         271,280      
Loss on extinguishment of debt         271,280      
Deemed dividend         $ 271,280      
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member]                      
Debt, interest rate                   12.00%  
Convertible redeemable debt principal amount                   $ 45,000  
Original issue of discount                   $ 7,000  
Union Capital LLC [Member] | 7% Convertible Redeemable Note [Member]                      
Debt, interest rate     7.00%                
Convertible redeemable debt principal amount     $ 104,000                
Convertible redeemable debt maturity date     Jun. 01, 2016                
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member]                      
Debt, interest rate                     12.00%
Convertible redeemable debt principal amount                     $ 96,000
Original issue of discount                     $ 16,000
XML 54 R31.htm IDEA: XBRL DOCUMENT v3.10.0.1
Inventory (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2018
Dec. 31, 2018
Inventory Disclosure [Abstract]      
Written off inventory $ 16,897 $ 16,897  
Inventory
XML 55 R32.htm IDEA: XBRL DOCUMENT v3.10.0.1
Property and Equipment (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Depreciation expense $ 214 $ 177 $ 732 $ 537
Loss on disposal     907 $ 783
Computer Equipment [Member]        
Loss on disposal     $ 1,632  
XML 56 R33.htm IDEA: XBRL DOCUMENT v3.10.0.1
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
 9 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Less: accumulated depreciation $ (56,566) $ (56,560)
Net 13,242 2,491
Computers, Office Furniture and Other Equipment [Member]    
Property and equipment gross $ 69,808 $ 59,051
Computers, Office Furniture and Other Equipment [Member] | Minimum [Member]    
Property and equipment estimated life 3 years  
Computers, Office Furniture and Other Equipment [Member] | Maximum [Member]    
Property and equipment estimated life 5 years  
XML 57 R34.htm IDEA: XBRL DOCUMENT v3.10.0.1
Commitments (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 02, 2017
Nov. 27, 2017
Dec. 23, 2016
Dec. 31, 2018
Mar. 31, 2018
Profit sharing description     To effectuate this arrangement, the Company and Ice + Jam formed a new company. Through this new Company the two parties will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts.    
Lease term 2 years        
Rent expense $ 1,010     $ 10,029 $ 1,017
License Agreement [Member]          
Profit sharing description     Under terms of the License Agreement, the Company will market Ice + Jam's proprietary cupuacu butter lip balm, sold under the trademark HERMAN® and the two companies will evenly share on a 50/50 basis any profits generated through the Company's marketing, sales and distribution efforts.    
License agreement extended term   2 years      
License agreement extended term, description   On November 27, 2017, the Company announced a 2-year extension to the existing non-exclusive License Agreement, extending the life of the License Agreement through December 23, 2019. Based on mutual agreement, at that time, the companies reserve the option to extend for an additional two years (if exercised at that time, this License Agreement would be extended through December 23, 2021).      
Comprehensive Manufacturing Agreement [Member] | Initial Tranche [Member] | January 23, 2019 [Member]          
Merchandise estimated amount committed to pay       $ 25,600  
XML 58 R35.htm IDEA: XBRL DOCUMENT v3.10.0.1
Commitments - Schedule of Lease Obligation (Details)
Mar. 31, 2018
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2019 $ 3,030
2020 $ 8,080
XML 59 R36.htm IDEA: XBRL DOCUMENT v3.10.0.1
Intangible Assets (Details Narrative) - USD ($)
 3 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Dec. 22, 2016
Contingent liability $ 75,000 $ 75,000  
Transfer Agreement [Member] | Open Therapeutics [Member]      
Membership interest percentage     80.00%
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period     80.00%
Percentage of net profit generated     20.00%
Contingent liability     $ 75,000
Transfer Agreement [Member] | Open Therapeutics [Member]      
Contingent liability 75,000    
Transfer Agreement [Member] | Open Therapeutics [Member] | January 12, 2019 [Member]      
Contingent liability $ 75,000    
Restricted common stock issued during period 500,000    
Common stock shares issued value $ 24,750    
Shares issued price per share $ 0.0495    
Transfer Agreement [Member] | Open Therapeutics [Member] | Ownership [Member]      
Percentage of vote membership interest     20.00%
XML 60 R37.htm IDEA: XBRL DOCUMENT v3.10.0.1
Derivative Liabilities Embedded in Convertible Notes (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 01, 2015
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Nov. 07, 2016
Jul. 14, 2015
Gain on derivative liability   $ 271,280    
Loss on extinguishment of debt   $ 271,280    
12% Convertible Redeemable Note [Member] | Group 10 Holdings LLC [Member]              
Debt, interest rate           12.00%  
Convertible redeemable debt principal amount           $ 45,000  
Original issue of discount           $ 7,000  
Union Capital LLC [Member] | 7% Convertible Redeemable Note [Member]              
Debt, interest rate 7.00%            
Convertible redeemable debt principal amount $ 104,000            
Convertible redeemable debt maturity date Jun. 01, 2016            
Group 10 Holdings LLC [Member] | 12% Convertible Redeemable Note [Member]              
Debt, interest rate             12.00%
Convertible redeemable debt principal amount             $ 96,000
Original issue of discount             $ 16,000
XML 61 R38.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable and Convertible Notes (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Interest expense $ 18,396 $ 116,540 $ 44,462 $ 247,332  
Accrued interest $ 26,244   $ 26,244   $ 33,875
Convertible Notes [Member]          
Number of stock issued for convertible notes     2,985,754   20,160,661
Conversion of convertible debt, amount     $ 70,000   $ 601,749
Conversion of convertible debt, accrued interest     $ 11,809   85,055
Average conversion price per share $ 0.0274   $ 0.0274    
Repayments of convertible notes         347,681
Repayments of interest and prepayment penalties         $ 145,550
Convertible Notes [Member] | Minimum [Member]          
Average conversion price per share         $ 0.016875
Convertible Notes [Member] | Maximum [Member]          
Average conversion price per share         $ 0.09
XML 62 R39.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable and Convertible Notes - Schedule of Notes Payable to Individuals and Companies (Details) - USD ($)
Dec. 31, 2018
Mar. 31, 2018
Total notes payable and convertible notes $ 325,000 $ 258,000
Less - note discounts (13,524) (3,153)
Less - current portion of these notes (311,476) (254,847)
Total notes payable and convertible notes, net discounts
Alternative Strategy Partners PTE Ltd.- Sep 2015 [Member]    
Total notes payable and convertible notes [1] 90,000 90,000
GS Capital Partners LLC - Oct 2017 [Member]    
Total notes payable and convertible notes [2] 105,000
GS Capital Partners LLC - March 2018 [Member]    
Total notes payable and convertible notes [3] 48,000
GS Capital Partners LLC - May 2018 [Member]    
Total notes payable and convertible notes [4]
GS Capital Partners LLC - October 2018 [Member]    
Total notes payable and convertible notes [5] 180,000
Adar Alef LLC - December 2018 [Member]    
Total notes payable and convertible notes [6] 55,000
Note to an Individual - February 2013 [Member]    
Total notes payable and convertible notes [7] $ 15,000
[1] Three-month $180,000 non-convertible debenture dated September 23, 2015 bearing and interest rate of 11.50% per annum. The note matured in December 2015. The Company received cash of $90,000 ($75,000 wired directly to the Company and $15,000 wired directly from ASP to compensate a consultant). The balance of this note ($90,000) was to be wired directly to a Japanese based consumer product firm called Eishin, Inc., but the holder never provided any documentation evidencing that $90,000 was paid to Eishin. The Company is in dispute with the noteholder, and the Company has not recorded this liability as of December 31, 2018 or March 31, 2018. If the proper documentation is provided to the Company, the Company will record the liability at that time. The Company has not received any type of default notice with respect to this $180,000 non-convertible note. Additionally, the Company has not received any shares in Eishin Co., Ltd. up to this point. The Company did follow up with Eishin in March 2017, and it was noted that Eishin did not reflect the Company as having this ownership. As a result, the additional $90,000 has not been recognized as outstanding. As of December 31, 2018, this note had accrued interest of $23,468.
[2] On October 17, 2017, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $105,000. The first 8% note was funded with gross cash proceeds of $100,000, after the deduction of $5,000 in legal fees. The second 8% note, the back-end note, was initially paid for by an offsetting note recivable issued by GS Capital Partners, LLC, to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the first note and the back-end note are outstanding, the Company may redeem either by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days. Additionally, and pursuant to the Purchase Agreement, the Company issued to GS Capital Partners, LLC 306,667 shares of the Company’s common stock valued at $20,700 ($0.0675 per share). On April 25, 2018, the noteholder, under their rights under the contract, canceled the back-end note. On May 1, 2018, the noteholder converted $55,000 of principal and accrued interest of $2,339 in exchange for 1,985,754 of the Company’s shares ($0.028888 per share). On July 18, 2018, the Company paid $69,503 to fully retire the remaining $50,000 principal balance of this note plus $3,503 of accrued interest and a prepayment penalty of $16,500.
[3] On March 9, 2018, GS Capital Partners, LLC funded the back-end note under the August 31, 2017 Securities Purchase Agreement with GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes each in the principal amount of $48,000. This back-end note was initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. This note has a maturity date one year from the date of issuance of the original note under the securities purchase agreement, upon which any outstanding principal and interest is due and payable. Although the note principal plus interest was not repaid by the due date, the noteholder waived the default clause. The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $2,430 of accrued interest and $1,115 of prepayment penalty.
[4] On May 10, 2018, the Company entered into a securities purchase agreement with GS Capital Partners, LLC. GS Capital Partners, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $56,000. The first 8% note for $28,000 was funded with net proceeds of $25,000, after the deduction of $3,000 for OID. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by GS Capital Partners, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due January 10, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The amounts of cash funded plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. The back-end note will not be cash funded and such note, along with the note receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months first note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. The Company had cancelled all remaining back-end notes during the quarter ended December 31, 2018. On October 26, 2018, the Company fully repaid this note in cash using proceeds from a new convertible note. Repayment included $1,031 of accrued interest and $9,240 of prepayment penalty.
[5] On October 25, 2018, the Company entered into a one-year $180,000 convertible note bearing 8% interest with GS Capital Partners, LLC. The note has an original issue discount of $11,750. A portion of the proceeds will be used to retire the two remaining convertible notes on the books of the Company as of December 31, 2018 with GS Capital Partners, LLC. The face value of this note plus accrued interest under the note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Accrued interest as of December 31, 2018 was $2,643.
[6] On December 20, 2018, the Company entered into security purchase agreement with Adar Alef, LLC whereby the Company issued two 8% convertible redeemable notes in the cumulative principal amount of $110,000. The first 8% note for $55,000 was funded with net proceeds of $47,500, after the deduction of $5,000 for OID and $2,500 in legal fees. The second 8% note, the back-end note, is initially paid for by an offsetting note receivable issued by Adar Alef, LLC to the Company. The terms of the back-end note require cash funding prior to any conversion thereunder. The note receivable is due December 20, 2019, unless certain conditions are not met, in which case both the back-end note and the note receivable may both be cancelled. Both the first note and the back-end note have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable. The face value amount plus accrued interest under both the first note and the back-end note are convertible into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “chill” on its shares, the conversion price shall be decreased to 50% instead of 60% while that “chill” is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem this note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This note may not be prepaid after the six-month anniversary of the issuance date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months. At December 31, 2018, this note had accrued interest of $133.
[7] An individual note was issued on February 22, 2013, in the amount of $15,000, bearing an interest rate of 8%. The note is convertible into common stock of the Company at $1.875 per share. On October 22, 2018 the Company settled this note with the noteholder for $25,500 cash and 1,000,000 common shares recognizing a loss on conversion of $27,975 on its condensed consolidated statement of operations.
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Notes Payable and Convertible Notes - Schedule of Notes Payable to Individuals and Companies (Details) (Parenthetical) - USD ($)
 3 Months Ended 9 Months Ended
Dec. 20, 2018
Oct. 26, 2018
Oct. 25, 2018
Oct. 22, 2018
Jul. 18, 2018
May 10, 2018
May 10, 2018
May 01, 2018
Mar. 09, 2018
Oct. 17, 2017
Sep. 23, 2015
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Feb. 22, 2013
Gross proceeds from convertible debt                           $ 240,750 $ 499,100  
Legal fees                           2,500 26,900  
Loss on conversion of debt                       $ (27,975) (27,975)  
GS Capital Partners, LLC [Member] | First 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member]                                
Debt principal amount           $ 56,000 $ 56,000   $ 48,000 $ 105,000            
Debt instrument, interest rate           8.00% 8.00%   8.00% 8.00%            
Gross proceeds from convertible debt           $ 28,000       $ 100,000            
Legal fees                   5,000            
Original issue of discount           3,000 $ 3,000                  
Net proceeds from convertible debt           25,000                    
GS Capital Partners, LLC [Member] | Second 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member]                                
Debt principal amount           $ 56,000 $ 56,000   $ 48,000 $ 105,000            
Debt instrument, interest rate           8.00% 8.00%   8.00% 8.00%            
Notes maturity date             Jan. 10, 2019                  
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member]                                
Debt principal amount     $ 180,000                          
Debt instrument, interest rate     8.00%                          
Accrued interest   $ 2,643                            
Percentage of share price multiplied by the lowest closing price     70.00%                          
Debt conversion, description     In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 60% instead of 70% while that "chill" is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest.                          
Original issue of discount     $ 11,750                          
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member] | 90 Days either Note Issuance [Member]                                
Prepayment amount, percentage     120.00%                          
GS Capital Partners, LLC [Member] | One Year Convertible Note [Member] | 91 Days either Note Issuance [Member]                                
Prepayment amount, percentage     133.00%                          
AdafAlef LLC [Member] | First 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member]                                
Debt principal amount $ 110,000                              
Debt instrument, interest rate 8.00%                              
Gross proceeds from convertible debt $ 55,000                              
Legal fees 2,500                              
Original issue of discount 5,000                              
Net proceeds from convertible debt 47,500                              
AdafAlef LLC [Member] | Second 8% Convertible Redeemable Notes [Member] | Stock Purchase Agreements [Member]                                
Debt principal amount $ 110,000                              
Debt instrument, interest rate 8.00%                              
Notes maturity date Dec. 20, 2019                              
Non-Convertible Debenture [Member]                                
Debt principal amount                     $ 180,000          
Debt instrument, interest rate                     11.50%          
Debt maturity date description                     The note matured in December 2015          
Proceeds from notes payable                     $ 90,000          
Accrued interest                       23,468   23,468    
Non-Convertible Debenture [Member] | Consultant [Member]                                
Proceeds from notes payable                     15,000          
Non-Convertible Debenture [Member] | Company [Member]                                
Proceeds from notes payable                     75,000          
Non-Convertible Debenture [Member] | Eishin, Inc [Member]                                
Proceeds from notes payable                     $ 90,000          
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member]                                
Debt principal amount         $ 50,000                      
Accrued interest   2,430     3,503                      
Percentage of share price multiplied by the lowest closing price           70.00%     70.00% 70.00%            
Debt conversion, description           The amounts of cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 60% instead of 70% while that "chill" is in effect. The Back-End Note will not be cash funded and such note, along with the Note Receivable, will be immediately cancelled if the shares do not maintain a minimum trading price during the five days prior to such funding and a certain aggregate dollar trading volume during such period. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first six months First Note is in effect, the Company may redeem either note by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days.     The amounts of cash funded plus accrued interest under the note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 60% instead of 70% while that "chill" is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first six months this note is in effect, the Company may redeem by paying to GS Capital Partners, LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. The note may be redeemed after 180 days. The amounts of cash funded plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price per share equal to 70% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 60% instead of 70% while that "chill" is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. During the first 6 months that the First Note and the Back-End Note are outstanding, the Company may redeem either by paying to GS Capital Partners LLC an amount as follows: (i) if the redemption is within the first 90 days either note is in effect, then for an amount equal to 120% of the unpaid principal amount of either note along with any interest that has accrued during that period, and (ii) if the redemption is after the 91st day the either note is in effect, but less than the 180th day, then for an amount equal to 133% of the unpaid principal amount of either note along with any accrued interest. Neither note may be redeemed after 180 days.            
Number of common stock shares issued                   306,667            
Number of common stock issued                   $ 20,700            
Shares issued price per share                   $ 0.0675            
Payments of convertible note         69,503                      
Prepayment penalty   1,115     $ 16,500                      
Convertible note, default rate                 24.00%              
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | Note Holders [Member]                                
Accrued interest               $ 2,339                
Number of common stock shares issued               1,985,754                
Shares issued price per share               $ 0.028888                
Principal converted value               $ 55,000                
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | 90 Days either Note Issuance [Member]                                
Prepayment amount, percentage           120.00%       120.00%            
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member] | 91 Days either Note Issuance [Member]                                
Prepayment amount, percentage           133.00%       133.00%            
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | 90 Days either Note Issuance [Member]                                
Prepayment amount, percentage                 120.00%              
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | 91 Days either Note Issuance [Member]                                
Prepayment amount, percentage                 133.00%              
First Note and Back-End Note [Member] | AdafAlef LLC [Member] | Stock Purchase Agreements [Member]                                
Percentage of share price multiplied by the lowest closing price 60.00%                              
Debt conversion, description The face value amount plus accrued interest under both the First Note and the Back-End Note are convertible into shares of the Company's common stock at a price for each share of common stock equal to 60% of the lowest daily VWAP of the common stock as reported on the National Quotations Bureau OTC Markets market on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC "chill" on its shares, the conversion price shall be decreased to 50% instead of 60% while that "chill" is in effect. Upon an event of default, principal and accrued interest will become immediately due and payable under the notes. Additionally, upon an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. This note contains a provision where if the Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period they would be considered in default of this note. During the first 6 months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount equal to 140% of the face amount plus any accrued interest. This Note may not be prepaid after the six month anniversary of the Issuance Date. The back-end note may not be repaid. The note holder may redeem this note at any time after the first six months.                              
Prepayment amount, percentage 140.00%                              
First Note and Back-End Note [Member] | GS Capital Partners, LLC [Member] | Stock Purchase Agreements [Member]                                
Accrued interest   1,031                            
Prepayment penalty   $ 9,240                            
First Note and Back-End Note [Member] | AdafAlef LLC [Member] | Stock Purchase Agreements [Member]                                
Accrued interest                       $ 133   $ 133    
Convertible Note [Member] | Individual Note Holders [Member]                                
Debt principal amount                               $ 15,000
Debt instrument, interest rate                               8.00%
Debt conversion price per share                               $ 1.875
Number of common shares settled for the note, value       $ 25,500                        
Number of common shares settled for the note       1,000,000                        
Loss on conversion of debt       $ 27,975                        
XML 64 R41.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Parties (Details Narrative) - USD ($)
 9 Months Ended
Oct. 06, 2017
Jun. 21, 2017
Jun. 15, 2017
Dec. 31, 2018
Ice + Jam LLC [Member]        
Cash collected related party sales       $ 581
Due to related party       $ 5,522
Chief Executive Officer [Member]        
Investment $ 137,500 $ 55,000 $ 95,000  
Equity private placement of investment 1,466,667 586,667 1,013,334  
Equity investment per share $ 0.09375 $ 0.09375 $ 0.09375  
XML 65 R42.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 27, 2017
Feb. 01, 2012
Dec. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Mar. 12, 2018
Dec. 22, 2016
Common stock authorized     100,000,000 100,000,000   100,000,000 100,000,000  
Common stock, shares outstanding     57,130,230 57,130,230   52,264,476    
Contingent liability     $ 75,000 $ 75,000   $ 75,000    
Stock option granted            
GS Capital Partners, LLC [Member]                
Debt instruments interest rate 5.00%              
Debt principal amount $ 80,000              
Stock option granted 213,334              
Warrant term 5 years              
Warrant exercise price per share $ 0.2625              
Debt discount $ 12,546              
Transfer Agreement [Member] | Open Therapeutics [Member]                
Membership interest percentage               80.00%
Percentage of unexercised portion of warrant to purchase of shares terminated and cancel during the period               80.00%
Percentage of membership interest sold               20.00%
Contingent liability               $ 75,000
Transfer Agreement [Member] | Open Therapeutics [Member]                
Contingent liability     $ 75,000 $ 75,000        
Transfer Agreement [Member] | Open Therapeutics [Member] | Ownership [Member]                
Percentage of vote membership interest               20.00%
One Current Executive [Member]                
Options to purchase common shares   66,667            
One Former Executive [Member]                
Options to purchase common shares   66,667            
Executives [Member]                
Options to purchase common shares   133,334            
January 28, 2019 [Member]                
Common stock, shares outstanding     57,630,230 57,630,230        
Fiscal Year 2018 [Member]                
Number of stock issued during period           1,926,667    
Fiscal Year 2018 [Member] | Individual Note Holders [Member]                
Number of stock issued during period           1,133,334    
Stock issued during period, per share           $ 0.075    
Number of common stock issued           $ 86,600    
Fiscal Year 2018 [Member] | Note Holders [Member]                
Number of stock issued during period           20,160,661    
Convertible notes payable, net           $ 601,749    
Accrued interest           $ 85,055    
Fiscal Year 2018 [Member] | Note Holders [Member] | Minimum [Member]                
Stock issued during period, per share           $ 0.016875    
Fiscal Year 2018 [Member] | Note Holders [Member] | Maximum [Member]                
Stock issued during period, per share           $ 0.09    
Fiscal Year 2018 [Member] | Private Investor [Member]                
Number of stock issued during period           1,885,715    
Stock issued during period, per share           $ 0.0975    
Number of common stock issued           $ 177,500    
Fiscal Year 2018 [Member] | Chief Executive Officer [Member]                
Number of stock issued during period           1,600,000    
Stock issued during period, per share           $ 0.09375    
Number of common stock issued           $ 150,000    
Fiscal Year 2018 [Member] | Debt and Legal Settlement [Member]                
Number of stock issued during period           1,553,334    
Stock issued during period, per share           $ 0.045    
Number of common stock issued           $ 75,050    
Fiscal Year 2018 [Member] | Former Officers and Directors [Member]                
Number of stock issued during period           868,000    
Stock issued during period, per share           $ 0.2025    
Number of common stock issued           $ 173,999    
Fiscal Year 2019 [Member]                
Stock issued during period, per share       $ 0.0274        
Number of common stock issued       $ 81,809        
Restricted common stock issued during period       2,985,754        
Share-based compensation expense       $ 187,045 $ 621,510      
Fiscal Year 2019 [Member] | Consulting Agreements [Member]                
Restricted common stock issued during period       1,880,000        
January 12, 2019 [Member] | Transfer Agreement [Member] | Open Therapeutics [Member]                
Number of common stock issued     $ 24,750          
Shares issued price per share     $ 0.0495 $ 0.0495        
Restricted common stock issued during period     500,000          
Contingent liability     $ 75,000 $ 75,000        
XML 66 R43.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity - Schedule of Warrants Activity (Details) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Aggregate Intrinsic Value, Beginning
Aggregate Intrinsic Value, Ending
Warrant [Member]    
Shares, Outstanding, Beginning balance 1,433,611 1,220,227
Shares, Granted 213,334
Shares, Expired
Shares, Exercised
Shares, Canceled
Shares, Outstanding, Ending balance 1,433,611 1,433,611
Weighted Average Exercise Price, Outstanding, Beginning balance $ 1.06 $ 1.50
Weighted Average Exercise Price, Granted 0.2625
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Canceled
Weighted Average Exercise Price, Outstanding, Ending balance $ 1.60 $ 1.06
Weighted Average Remaining Contractual Term, Beginning 3 years 7 days 3 years 1 month 27 days
Weighted Average Remaining Contractual Term, Granted 0 years 4 years 11 months 26 days
Weighted Average Remaining Contractual Term, Ending 2 years 3 months 8 days 3 years 7 days
Aggregate Intrinsic Value, Beginning
Aggregate Intrinsic Value, Ending
XML 67 R44.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity - Schedule of Assumptions Under Black-Scholes Pricing Model (Details)
 9 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Warrant [Member]    
Volatility 108.60% 108.60%
Risk-free rate 1.24% 1.24%
Expected dividend rate 0.00% 0.00%
Expected life of option / warrants 5 years 5 years
Stock Options [Member]    
Volatility 220.00%  
Risk-free rate 1.87%  
Expected dividend rate 0.00%  
Expected life of option / warrants 10 years  
XML 68 R45.htm IDEA: XBRL DOCUMENT v3.10.0.1
Stockholders' Equity - Schedule of Stock Options Activity (Details) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Equity [Abstract]    
Number of Options, Outstanding, Beginning balance 133,334 133,334
Number of Options, Granted
Number of Options, Expired
Number of Options, Exercised
Number of Options, Outstanding, Ending balance 133,334 133,334
Weighted Average Exercise Price, Outstanding, Beginning balance $ 7.50 $ 7.50
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Outstanding, Ending balance $ 7.50 $ 7.50
Weighted Average Remaining Contractual Term, Beginning 3 years 10 months 6 days 4 years 10 months 6 days
Weighted Average Remaining Contractual Term, Ending 3 years 1 month 6 days 3 years 10 months 6 days
Aggregate Intrinsic Value, Beginning
Aggregate Intrinsic Value, Ending
XML 69 R46.htm IDEA: XBRL DOCUMENT v3.10.0.1
Provision for Income Taxes (Details Narrative) - USD ($)
 9 Months Ended
Dec. 22, 2017
Dec. 31, 2018
Mar. 31, 2018
Valuation allowance   $ 103,000 $ 140,000
Income tax examination description   Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%.  
Federal tax rate 21.00%    
Untaxed earnings and profit tax rate 15.50%    
Tax rate on remaining balance 8.00%    
United States [Member]      
Net operating loss carryforward   $ 11,000,000  
Net operating loss carryforward, expiration year   2038  
United States [Member] | Minimum [Member]      
Effective tax rate 28.00%    
United States [Member] | Maximum [Member]      
Effective tax rate 30.00%    
Canadian [Member]      
Net operating loss carryforward   $ 700,000  
XML 70 R47.htm IDEA: XBRL DOCUMENT v3.10.0.1
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)
Dec. 31, 2018
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Net operating losses $ 8,617,000 $ 8,514,000
Effect of TCJA recalculation (3,107,000) (3,107,000)
Valuation allowance (5,510,000) (5,407,000)
Deferred tax assets, net
XML 71 R48.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 31, 2018
Sep. 04, 2018
Aug. 25, 2018
Aug. 20, 2018
Jul. 15, 2018
Jun. 08, 2018
Apr. 02, 2018
Mar. 12, 2018
Dec. 31, 2018
Mar. 31, 2018
Aug. 01, 2017
Reverse stock split           1-for-75   1-for-75 1-for-75    
Investment - digital currency                 $ 22,056  
Conversion of BTC       $ 26,783              
Conversion of gold and silver commodities     $ 24,046                
Loss on transaction     $ 2,737                
Honeywood Conversion Agreement [Member]                      
Fully written off value                 199,119    
Investment amount                 $ 0    
Ownership [Member] | Honeywood Conversion Agreement [Member]                      
Percentage on membership interest                 5.00%    
Groestlcoin [Member]                      
Cumulative purchase amount             $ 8,000     $ 35,000  
Purchase of units             11,922.81     27,919.133  
Purchase of units, price per share             $ 0.6569     $ 0.79  
Loss on exchange from BTC                   $ 2,859  
Cost incurred in investment                   31,481  
Unrealized loss on digital currency exchange                 $ 3,142 9,425  
Investment - digital currency                   $ 22,056  
Sale of units         39,862            
Conversion into BTC         4.17            
Sale of units value         $ 32,230            
AYTU Bioscience [Member] | Common Stock [Member]                      
Warrants purchase of common shares                 5,555    
Warrants strike price                 $ 10.80    
Warrants expired date                 Mar. 06, 2023    
Reverse stock split                 1 for 20 reverse stock split    
AYTU Bioscience [Member] | Warrant [Member]                      
Warrants strike price                 $ 10.01    
VistaGen Therapeutics, Inc. [Member] | Common Stock [Member]                      
Warrants purchase of common shares                 320,000    
Warrants strike price                 $ 1.50    
Warrants expired date                 Dec. 13, 2022    
VistaGen Therapeutics, Inc. [Member] | Common Stock One [Member]                      
Warrants purchase of common shares                 230,000    
Warrants strike price                 $ 1.50    
Warrants expired date                 Feb. 28, 2022    
Honeywood [Member] | Ownership [Member]                      
Percentage on membership interest                     5.00%
Kudzoo, Inc. [Member]                      
Pre- money valuation amount   $ 7,500,000                  
Kudzoo, Inc. [Member] | Ownership [Member]                      
Percentage on membership interest   0.20%                  
Cost investments   $ 15,000                  
Serendipity Brands LLC [Member]                      
Pre- money valuation amount $ 14,000,000                    
Serendipity Brands LLC [Member] | Ownership [Member]                      
Percentage on membership interest 0.24%                    
Cost investments $ 35,000                    
XML 72 R49.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments - Schedule of Investment in Trading Securities (Details) - USD ($)
 9 Months Ended 12 Months Ended
Dec. 31, 2018
Mar. 31, 2018
Investment of cost at beginning $ 302,017 $ 250,000 [1]
Investment of purchase 1,612,010 801,148 [1]
Investment of sales proceeds (2,089,641) (6,815) [1]
Investment of cost at end 475,122 801,148 [1]
Investment of fair value 456,462 610,699 [1]
Investment of realized gain (loss) 151,605 (243,185) [1]
Investment of unrealized gain (loss) 171,789 (190,449) [1]
Green Innovations Ltd (GNIN) [Member]    
Investment of cost at beginning [1],[2] 250,000 [3]
Investment of purchase [1],[2] [3]
Investment of sales proceeds [1],[2] (6,815) [3]
Investment of cost at end [1],[2] [3]
Investment of fair value [1],[2] [3]
Investment of realized gain (loss) [1],[2] (243,185) [3]
Investment of unrealized gain (loss) [1],[2] [3]
VistaGen Therapeutics, Inc. [Member]    
Investment of cost at beginning [4] 490,117 [1]
Investment of purchase [4] 349,498 490,117 [1]
Investment of sales proceeds [4] (517,485) [1]
Investment of cost at end [4] 287,500 490,117 [1]
Investment of fair value [4] 347,300 306,207 [1]
Investment of realized gain (loss) [4] (34,630) [1]
Investment of unrealized gain (loss) [4] 216,110 (183,910) [1]
Blink Charging Co (BLNK) [Member]    
Investment of cost at beginning [5] 190,350 [1]
Investment of purchase [5] 151,666 190,350 [1]
Investment of sales proceeds [5] (367,142) [1]
Investment of cost at end [5] 190,350 [1]
Investment of fair value [5] 123,750 [1]
Investment of realized gain (loss) [5] 25,126 [1]
Investment of unrealized gain (loss) [5] 66,600 (66,600) [1]
Blink Charging Co (BLNKW) (Warrants) [Member]    
Investment of cost at beginning [5] 900 [1]
Investment of purchase [5] 162,215 900 [1]
Investment of sales proceeds [5] (468,496) [1]
Investment of cost at end [5] 900 [1]
Investment of fair value [5] 31,545 [1]
Investment of realized gain (loss) [5] 305,381 [1]
Investment of unrealized gain (loss) [5] (30,645) 30,645 [1]
Aytu BioScience Inc (AYTU) [Member]    
Investment of cost at beginning 82,270 [6] [1],[5]
Investment of purchase [6] 100,030 82,270 [1]
Investment of sales proceeds [6] (144,094) [1]
Investment of cost at end [6] 82,270 [1],[5]
Investment of fair value [6] 119,947 [1],[5]
Investment of realized gain (loss) [6] (38,206) [1]
Investment of unrealized gain (loss) [6] (37,677) 37,677 [1]
Lightbridge Corp. (LTBR) [Member]    
Investment of cost at beginning [7] 37,511 [1]
Investment of purchase [7] 299,028 37,511 [1]
Investment of sales proceeds [7] (202,514) [1]
Investment of cost at end [7] 120,440 37,511 [1]
Investment of fair value [7] 65,852 29,250 [1]
Investment of realized gain (loss) [7] (13,585) [1]
Investment of unrealized gain (loss) [7] (54,588) $ (8,261) [1]
Pulmatrix Inc PULM [Member]    
Investment of cost at beginning [8]  
Investment of purchase [8] 204,802  
Investment of sales proceeds [8] (183,737)  
Investment of cost at end [8]  
Investment of fair value [8]  
Investment of realized gain (loss) [8] (21,065)  
Investment of unrealized gain (loss) [8]  
Axovant Sciences Ltd AXON [Member]    
Investment of cost at beginning [9]  
Investment of purchase [9] 103,938  
Investment of sales proceeds [9] (98,433)  
Investment of cost at end [9]  
Investment of fair value [9]  
Investment of realized gain (loss) [9] (5,505)  
Investment of unrealized gain (loss) [9]  
Basanite Inc. (BASA) [Member]    
Investment of cost at beginning [10]  
Investment of cost at end [10] 30,000  
Investment of fair value [10] 30,000  
Basanite Industries Inc. (BASA) [Member]    
Investment of purchase [10] 42,998  
Investment of sales proceeds [10] (10,821)  
Investment of realized gain (loss) [10] (2,177)  
Investment of unrealized gain (loss) [10] 37,960  
Achieve Life Sciences (ACHV) [Member]    
Investment of cost at beginning [11]  
Investment of purchase [11] 177,356  
Investment of sales proceeds [11] (80,026)  
Investment of cost at end [11] 37,182  
Investment of fair value [11] 13,310  
Investment of realized gain (loss) [11] (60,148)  
Investment of unrealized gain (loss) [11] (23,872)  
Decision Diagnostics (DECN) [Member]    
Investment of cost at beginning [12]  
Investment of purchase [12] 20,479  
Investment of sales proceeds [12] (16,894)  
Investment of cost at end [12]  
Investment of fair value [12]  
Investment of realized gain (loss) [12] (3,586)  
Investment of unrealized gain (loss) [12] $ (2,099)  
[1] There were no trading securities during the quarter ended September 30, 2017
[2] During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125.
[3] During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security
[4] On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018. the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN.
[5] The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381.
[6] On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding.
[7] On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding.
[8] During the nine months ended December 31, 2018, the Company purchased 391,514 shares of Pulmatix Inc. (PULM) for $204,802 (average per share price of $0.52). During the nine months ended December 31, 2018, the Company sold all 391,514 shares for $183,747 ($0.47 per share). The Company had a realized loss of $21,065 on this holding.
[9] During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding.
[10] On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company's broker of record.
[11] During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872.
[12] During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586.
XML 73 R50.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments - Schedule of Investment in Trading Securities (Details) (Parenthetical) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jul. 09, 2018
Jul. 05, 2018
Mar. 26, 2018
Mar. 12, 2018
Mar. 08, 2018
Mar. 02, 2018
Feb. 14, 2018
Dec. 11, 2017
Jul. 31, 2018
Dec. 31, 2018
Jun. 30, 2018
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Proceeds from investment                         $ 2,089,641   $ 6,815 [1]
Investment cost                   $ 302,017     302,017   250,000 [1]
Investment realized gain (loss)                   (79,020)   $ (371,087) 151,605 $ (371,087)  
Investment of cost net                   475,122     475,122   801,148 [1]
Investment unrealized gain (loss)                   (49,596)   171,789  
Fair value of investment                   456,462     456,462   610,699 [1]
Green Innovations Ltd (GNIN) [Member]                              
Proceeds from investment [1],[2]                           6,815 [3]
Investment cost [1],[2]                         250,000 [3]
Investment realized gain (loss)                             243,185
Comprehensive gain                         125    
Investment of cost net [1],[2]                         [3]
Fair value of investment [1],[2]                         [3]
VistaGen Therapeutics, Inc. [Member]                              
Proceeds from investment [4]                         517,485   [1]
Investment cost [4]                   490,117     490,117   [1]
Investment realized gain (loss)                         $ 216,110    
Number of common stock shares purchased                         59,380    
Investment of cost net [4]                   287,500     $ 287,500   490,117 [1]
Investment unrealized gain (loss)                         34,630   183,910
Fair value of investment [4]                   $ 347,300     347,300   306,207 [1]
Number of common stock shares purchased value                         $ 61,998    
Share issued price per share                   $ 1.04     $ 1.04    
Number of common stock sold shares                         389,380    
Number of common stock sold shares value                         $ 517,485    
Sale of stock price per share                   $ 1.33     $ 1.33    
VistaGen Therapeutics, Inc. [Member] | Restricted Common Stock [Member]                              
Investment realized gain (loss)                         $ 59,800    
Number of common stock shares purchased                         230,000    
Number of common stock shares purchased value                         $ 287,500    
VistaGen Therapeutics, Inc. [Member] | Common Stock [Member]                              
Investment cost               $ 480,000              
Number of common stock shares purchased               320,000              
Warrants purchase of common shares               320,000              
Warrant term               5 years              
Warrants strike price               $ 1.50              
Additional number of common stock purchased     10,000                        
Blink Charging Co (BLNK) [Member]                              
Proceeds from investment [5]                         367,142   [1]
Investment cost [5]                   $ 190,350     190,350   [1]
Investment of cost net [5]                         190,350 [1]
Fair value of investment [5]                         123,750 [1]
Participated in underwritten public offering amount             $ 18,500,250                
Blink Charging Co (BLNK) [Member] | Warrants [Member]                              
Investment of cost net                             191,250
Investment unrealized gain (loss)                             35,955
Fair value of investment                             155,295
Blink Charging Co (BLNK) [Member] | Balance Sheet Cash [Member]                              
Investment cost                             $ 191,250
Blink Charging Co (BLNK) [Member] | Common Stock [Member]                              
Investment realized gain (loss)                     $ 25,126        
Number of common stock shares purchased                     41,018        
Warrants purchase of common shares                     208,800       45,000
Warrant term                             5 years
Warrants strike price                     $ 0.77       $ 4.25
Number of common stock shares purchased value                     $ 151,666        
Share issued price per share                     $ 3.69        
Number of common stock sold shares                     86,018        
Number of common stock sold shares value                     $ 367,142        
Sale of stock price per share                     $ 4.26        
Sale of warrants purchased                     298,800        
Sale of warrant purchased value                     $ 468,496        
Blink Charging Co (BLNK) [Member] | Common Stock [Member] | Maximum [Member]                              
Additional number of common stock purchased                             90,000
Blink Charging Co (BLNK) [Member] | Warrant [Member]                              
Investment realized gain (loss)                     $ 305,381        
Warrants strike price                     $ 1.60        
Aytu BioScience Inc (AYTU) [Member]                              
Proceeds from investment [6]                         144,094   [1]
Investment cost                   82,270 [6]     82,270 [6]   [1],[5]
Investment realized gain (loss)                         $ 38,206    
Number of common stock shares purchased                         260,000    
Investment of cost net                   [6]     [6]   82,270 [1],[5]
Fair value of investment                   [6]     [6]   119,947 [1],[5]
Number of common stock shares purchased value                         $ 100,830    
Share issued price per share                   $ 0.38     $ 0.38    
Number of common stock sold shares                         448,300    
Number of common stock sold shares value                         $ 144,094    
Sale of stock price per share                   $ 0.32     $ 0.32    
Aytu BioScience Inc (AYTU) [Member] | Common Stock [Member]                              
Number of common stock shares purchased         188,300 188,300                  
Investment unrealized gain (loss)                             37,677
Lightbridge Corp. (LTBR) [Member]                              
Proceeds from investment [7]                         $ 202,514   [1]
Investment cost [7]                   $ 37,511     37,511   [1]
Investment realized gain (loss)                         $ 54,588    
Number of common stock shares purchased                         287,405    
Investment of cost net [7]                   120,440     $ 120,440   37,511 [1]
Investment unrealized gain (loss)                         13,585   8,261
Fair value of investment [7]                   $ 65,852     65,852   $ 29,250 [1]
Number of common stock shares purchased value                         $ 299,028    
Share issued price per share                   $ 1.04     $ 1.04    
Number of common stock sold shares                         191,576    
Number of common stock sold shares value                         $ 175,888    
Sale of stock price per share                   0.918     $ 0.918    
Lightbridge Corp. (LTBR) [Member] | Common Stock [Member]                              
Number of common stock shares purchased       25,000                      
Pulmatix Inc PULM [Member]                              
Investment realized gain (loss)                         $ 21,065    
Number of common stock shares purchased                         391,514    
Number of common stock shares purchased value                         $ 204,802    
Share issued price per share                   0.52     $ 0.52    
Number of common stock sold shares                         391,514    
Number of common stock sold shares value                         $ 183,747    
Sale of stock price per share                   $ 0.47     $ 0.47    
Axovant Sciences Ltd AXON [Member]                              
Proceeds from investment [8]                         $ 98,433    
Investment cost [8]                          
Investment realized gain (loss)                         $ 5,505    
Number of common stock shares purchased                         40,000    
Investment of cost net [8]                          
Fair value of investment [8]                          
Number of common stock shares purchased value                         $ 103,938    
Share issued price per share                   $ 2.60     $ 2.60    
Number of common stock sold shares                         40,000    
Number of common stock sold shares value                         $ 98,433    
Sale of stock price per share                   $ 2.46     $ 2.46    
Basanite Industries Inc. (BASA) [Member]                              
Proceeds from investment [9]                         $ 10,821    
Investment realized gain (loss)                 $ 2,177            
Number of common stock shares purchased   100,000                          
Investment unrealized gain (loss)                         37,960    
Number of common stock shares purchased value   $ 12,998                          
Share issued price per share   $ 0.13                          
Number of common stock sold shares                 100,000            
Number of common stock sold shares value                 $ 10,821            
Sale of stock price per share                 $ 0.11            
Basanite Industries Inc. (BASA) [Member] | Restricted Common Stock [Member]                              
Number of common stock shares purchased 400,000                            
Number of common stock shares purchased value $ 30,000                            
Share issued price per share $ 0.075                            
Achieve Life Sciences (ACHV) [Member]                              
Proceeds from investment [10]                         80,026    
Investment cost [10]                          
Investment realized gain (loss)                         $ 60,148    
Number of common stock shares purchased                         44,000    
Investment of cost net [10]                   37,182     $ 37,182    
Fair value of investment [10]                   $ 13,310     13,310    
Number of common stock shares purchased value                         $ 177,355    
Share issued price per share                   $ 4.03     $ 4.03    
Number of common stock sold shares                         33,000    
Number of common stock sold shares value                         $ 80,026    
Sale of stock price per share                   $ 2.43     $ 2.43    
Unrealized loss on holding                         $ 23,872    
Decision Diagnostics (DECN) [Member]                              
Proceeds from investment [11]                         16,894    
Investment cost [11]                          
Investment realized gain (loss)                         $ 3,586    
Number of common stock shares purchased                         450,000    
Investment of cost net [11]                          
Fair value of investment [11]                          
Number of common stock shares purchased value                         $ 20,480    
Share issued price per share                   $ 0.046     $ 0.046    
Number of common stock sold shares value                         $ 16,893    
Sale of stock price per share                   $ 0.038     $ 0.038    
[1] There were no trading securities during the quarter ended September 30, 2017
[2] During the year ended March 31, 2018, the Company’s investment in Green Innovations, Ltd. was sold for net proceeds of $6,815 and was previously carried as an investment included within Current Assets. The Company’s investment in Green Innovations, Ltd. had a cost of $250,000. A loss of $243,185 was recognized on the sale of this security in the year ended March 31, 2018. For the nine months ended December 31, 2018, there was a comprehensive gain recorded of $125.
[3] During the quarter ended December 31, 2017, this security was reclassified from Available for Sale to Trading Security
[4] On December 11, 2017 the Company invested $480,000 in the common stock of VistaGen Therapeutics, Inc. (VTGN). The Company purchased 320,000 common shares along with 320,000 five-year warrants with a strike price of $1.50. On March 26, 2018, the Company purchased an additional 10,000 common shares. The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company’s investment in VTGN has a cost of $490,117, unrealized loss of $183,910 and a fair value of $306,207 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 59,380 shares of VTGN for $61,998 (average price per share of $1.04 per share) in the open market. The Company sold 389,380 shares of VTGN for $517,485 ($1.33 per share) for a realized loss of $34,630. The Company also purchased in a direct offering 230,000 restricted common shares directly from VTGN during the nine months ended December 31, 2018 for a cost of $287,500. These shares are currently not on deposit with the Company’s broker of record. As of December 31, 2018. the Company has an unrealized gain on these shares in the amount of $59,800, and for the nine months ended December 31, 2018 has recorded total unrealized gains of $216,110 in VTGN.
[5] The Company participated in an $18,500,250 underwritten public offering by BLINK, which closed on February 14, 2018. The Company invested $191,250 of its balance sheet cash and purchased 45,000 registered shares, as well as warrants exercisable immediately for a period of five (5) years from the date of issuance for up to 90,000 additional shares of common stock of BLINK. The Warrants carry an exercise price of $4.25 per share, and also trade on the NASDAQ under the ticker symbol: BLNKW. The Company’s investment in BLINK common stock and warrants had a cost of $191,250, unrealized loss of $35,955 and a fair value of $155,295 at March 31, 2018. During the three months ended June 30, 2018 the Company purchased 41,018 shares of BLINK at a cost of $151,666 (average price per share of $3.69). The Company sold its total holding of 86,018 shares of BLINK for $367,142 (average price per share of $4.26) realizing a gain of $25,126. During the three months ended June 30, 2018, the Company also purchased 208,800 warrants of BLNKW (average price per warrant of $0.77) and sold its entire position of 298,800 for $468,496 (average price per warrant of $1.60) realizing a gain of $305,381.
[6] On March 2 and March 8, 2018, the Company purchased 188,300 common shares of AYTU Bioscience (ATYU). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in ATYU had a cost of $82,270, unrealized gain of $37,677 and a fair value of $119,947 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 260,000 shares of AYTU for a $100,830 (average price per share $0.38). During the nine months ended December 31, 2018, the Company sold all 448,300 shares of AYTU for $144,094 ($0.32 per share). During the nine months ended December 31, 2018, the Company had a realized loss of $38,206 on this holding.
[7] On March 12, 2018, the Company purchased 25,000 common shares of Lightbridge Corp (LTBR). The investment in the common shares is recorded at fair valve with unrealized gains and losses, reflected in other operating income. The Company's investment in LTBR had a cost of $37,511, unrealized loss of $8,261 and a fair value of $29,250 at March 31, 2018. During the nine months ended December 31, 2018, the Company purchased 287,405 shares of LTBR for $299,028 (average of $1.04 per share). During the nine months ended December 31, 2018, the Company sold 191,576 shares of LTBR for $175,888 (average price per share of $0.918) realizing a gain of $13,585. As of December 31, 2018, the Company has recorded total unrealized loss of $54,588 on this holding.
[8] During the nine months ended December 31, 2018, the Company purchased 40,000 shares of Axovant Sciences Ltd. (AXON) for $103,938 (average share price of $2.60). During the nine months ended December 31, 2018, the Company sold all 40,000 shares for $98,433 ($2.46 per share). The Company had a realized loss of $5,505 on this holding.
[9] On July 5, 2018, the Company purchased 100,000 shares of Basanite Industries Inc. (BASA) (formerly Paymeon, Inc. (PAYM)) for $12,998 ($0.13 per share) in the open market. During July 2018 the Company sold the 100,000 shares for $10,821 ($0.11 per share) for a realized loss of $2,177. On July 9, 2018, the Company purchased 400,000 restricted common shares directly from the Company for $30,000 ($0.075 per share). As of December 31, 2018, the Company had no unrealized gain or loss on these shares, and for the nine months had recorded unrealized gains of $37,960. In conjunction with the investment, the Company agreed to a 12-month resale restriction. BASA is publicly traded on the OTC:Pink. These shares are currently not on deposit held with the Company's broker of record.
[10] During the nine months ended December 31, 2018, the Company purchased 44,000 common shares of Achieve Life Sciences (ACHV) for $177,355 ($4.03 per share). During the nine months ended December 31, 2018, the Company sold 33,000 shares for $80,026 ($2.43 per share) for a realized loss of $60,148. At December 31, 2018, the Company has an unrealized loss on its remaining holdings in ACHV in the amount of $23,872.
[11] During the nine months ended December 31, 2018, the Company purchased 450,000 common shares of Decision Diagnostics (DECN) for $20,480 ($0.046 per share). During the nine months ended December 31, 2018, the Company sold all of its shares for $16,893 ($0.038 per share) for a realized loss of $3,586.
XML 74 R51.htm IDEA: XBRL DOCUMENT v3.10.0.1
Litigation (Details Narrative)
Nov. 09, 2017
USD ($)
Settlement Agreement [Member]  
Settlement between related parties $ 2,050,000
XML 75 R52.htm IDEA: XBRL DOCUMENT v3.10.0.1
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
Dec. 31, 2018
Mar. 31, 2018
Investment-trading securities $ 456,462 $ 610,699
Investment in digital currency 22,056
Kudzoo [Member]    
Cost method investments 15,000  
Serendipity Brands [Member]    
Cost method investments 35,000  
Level 1 [Member]    
Investment-trading securities 456,462 610,699
Investment in digital currency   22,056
Level 1 [Member] | Kudzoo [Member]    
Cost method investments  
Level 1 [Member] | Serendipity Brands [Member]    
Cost method investments  
Level 2 [Member]    
Investment-trading securities
Investment in digital currency  
Level 2 [Member] | Kudzoo [Member]    
Cost method investments  
Level 2 [Member] | Serendipity Brands [Member]    
Cost method investments  
Level 3 [Member]    
Investment-trading securities
Investment in digital currency  
Level 3 [Member] | Kudzoo [Member]    
Cost method investments 15,000  
Level 3 [Member] | Serendipity Brands [Member]    
Cost method investments $ 35,000  
XML 76 R53.htm IDEA: XBRL DOCUMENT v3.10.0.1
Subsequent Events (Details Narrative) - USD ($)
 9 Months Ended
Jan. 23, 2019
Jan. 12, 2019
Jan. 11, 2019
Jan. 08, 2019
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Legal fees         $ 2,500 $ 26,900  
Contingent liability         $ 75,000   $ 75,000
Subsequent Event [Member]              
Restricted common stock issued during period, amount     $ 61,875        
Shares issued price per shares     $ 0.0495        
Subsequent Event [Member] | Open Therapeutics [Member]              
Restricted common stock issued during period   500,000          
Shares issued price per shares   $ 0.0495          
Number of shares issued from common stock   $ 24,750          
Contingent liability   $ 75,000          
Contingent Liability [Member]              
Number of shares issued from common stock, shares         500,000    
Convertible Note [Member]              
Number of shares issued from common stock, shares         500,000    
Debt conversion, description         During the first 180 days, the Company may prepay the principal amount of this note and accrued interest thereon, with a premium as follows: (a) 115% of the prepayment penalty for redemptions in the first 30 days after the note issuance; (b) 120% of the prepayment amount if such prepayment was made at any time from (31 days after the issuance date until 60 days after the issuance date); (c) 125% of the prepayment amount if such prepayment was made at any time from 61 days after the issuance date until 90 days after the issuance date made; (d) 130% of the prepayment amount if such prepayment was made at any time from 91 days after the issuance date until 120 days after the issuance date made; and (e) 135% of the prepayment amount if such prepayment was made at any time from 120 days after the issuance date until 180 days after the issuance date.    
Debt interest rate, description         Upon an event of default (as defined and described in the note), among other default penalties, including daily liquidation damage payments and the possibility of an increase of the principal by up to 20% or 50%, as the case may be for certain events of default thereunder, annual interest shall accrue at a default interest rate of 24% per annum. If this note is not paid at maturity, or within ten (10) days thereof, the outstanding principal due under this Note shall increase by 10%. Further, if the Company is delinquent on its periodic SEC reports after the six-month anniversary of the note, then the holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion, whereby if, e.g., the lowest closing bid price during the delinquency period is $0.10 per share and the conversion discount is 50% then the holder may elect to convert future conversions at $0.05 per share.    
Convertible Note [Member] | Subsequent Event [Member]              
Number of shares issued from common stock, shares 18,500,000            
Debt interest rate 24.00%            
Debt conversion, description In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of 35% while that "Chill" is in effect. If the Company fails to maintain the share reserve at the four times discount of the note sixty days after the issuance of the note, the conversion discount shall be increased by 10%.            
Convertible Note [Member] | Subsequent Event [Member] | Common Stock [Member]              
Debt conversion price percentage 65.00%            
Securities Purchase Agreement [Member] | Subsequent Event [Member]              
Accredited investor to purchase       1,000,000      
Purchase price, per share       $ 0.02      
Accredited investor to purchase, amount       $ 20,000      
Twelve-Month Consulting Agreement [Member] | Subsequent Event [Member]              
Restricted common stock issued during period     1,250,000        
Restricted common stock issued during period, amount     $ 2,000        
Stock Purchase Agreements [Member] | Convertible Note [Member] | Subsequent Event [Member]              
Number of shares issued from common stock, shares 500,000            
Shares issued price per shares $ 0.037            
Number of shares issued from common stock $ 18,500            
Legal fees 2,000            
Stock Purchase Agreements [Member] | Convertible Note [Member] | Subsequent Event [Member] | Eagle Equities, LLC [Member]              
Convertible note indented to borrow $ 62,000            
Debt interest rate 8.00%            
Debt convertible term 1 year            
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