UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No.1)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended March 31, 2021
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from April 1, 2020 to March 31, 2021
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
|
|
(IRS
Employee
|
incorporation
or organization)
|
|
Identification
No.)
|
4
Nancy Court Suite #4
|
|
|
Wappingers
Falls, NY
|
|
12590
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (917) 796-9926
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.00001 Par Value
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] 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). [ ] Yes [X] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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 [X]
|
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 [X] No
On
September 30, 2020, the last business day of the registrant’s most recently completed second quarter, the aggregate market value
of the Common Stock held by non-affiliates of the registrant was $5,660,617 based upon the closing price on that date of the Common Stock
of the registrant on the OTC Bulletin Board system of $0.0324. For purposes of this response, the registrant has assumed that its directors,
executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.
As
of as of August 13, 2021, the registrant had 287,871,214 shares of its Common Stock, $0.00001 par value (the “Common
Stock”), outstanding.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.0001 per share
|
|
TAUG
|
|
OTCQB
|
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) of Tauriga Sciences, Inc. (the “Company”) amends the Company’s
Annual Report on Form 10-K for the year ended March 31, 2021 (the “Original Report”), originally filed with the Securities
and Exchange Commission on June 29, 2021 (the “Original Filing Date”). This Amendment is being filed solely for the purpose
of indicating on Scrivener’s Error in the published financial statements. In this amendment the Company is represent the Consolidated
Balance Sheet and the Consolidated Statement of Cash Flows for the year ended March 31, 2021 and 2020. The Consolidated Statement of
Operations and the Consolidated Statement of Stockholders’ Equity (Deficit) remain unchanged from the Original Report.
The
numbers affected in this amendment relate to Inventory, Prepaid Inventory and Prepaid Expenses. The amount on the Original Report correctly
listed Current Assets as $2,396,567. This total for Current assets is correct and remains unchanged. The amount listed for Inventory
was transcribed incorrectly from our records and was not noticed prior to the publication of this report. The sum of the Current assets
was different than the total presented. The total of inventory on hand of $201,372 instead of the previously reported $647,013. This
change reflected in the below presented financial statements had no effect on the Cash Used in Operating Activities, Current Assets or
Total Assets.
As
a result of the Scrivener’s Error, there were also changes necessary in the presentation of the Consolidated Cash Flow Statement.
The Original Report indicated an increase in Prepaid Assets in the amount of $1,348 which was represented as a decrease of $20,544. The
Original Report indicated an increase in Inventory (including deposits on inventory not received) of $518,302 which was represented as
an increase of $495,861. Additionally, the Original Report indicated an increase in Accounts Payable of $296,892 which was represented
to an increase of $314,892. As a result of these figures not summing correctly, the Cash used in Operating Activities was not impacted.
The
last effect of the Scrivener’s Error was the duplication of the repayment of a loan from an officer. The Original Report indicated
Cash Used by Investing Activities in the amount of $50,159. This amount was already as Cash Used in Financing Activities. This report
represents Cash Used in Financing Activities as $369,854 compared to the Original Report stating $420,013.
Other
than as expressly set forth above, no other changes have been made to the Original Report. This Amendment speaks as of the Original Filing
Date of the Original Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify
or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original
Report and the Company’s other filings with the Securities and Exchange Commission.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
TAURIGA
SCIENCES, INC. AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
(IN
US$)
|
|
March 31, 2021
|
|
|
March 31, 2020
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
49,826
|
|
|
$
|
5,348
|
|
Accounts receivable, net allowance for doubtful accounts
|
|
|
32,227
|
|
|
|
42,580
|
|
Investment - trading securities
|
|
|
1,246,050
|
|
|
|
101,200
|
|
Investment - other
|
|
|
312,481
|
|
|
|
178,100
|
|
Inventory asset
|
|
|
201,372
|
|
|
|
128,711
|
|
Prepaid inventory
|
|
|
423,200
|
|
|
|
-
|
|
Prepaid expenses and other current assets
|
|
|
131,411
|
|
|
|
151,955
|
|
Total current assets
|
|
|
2,396,567
|
|
|
|
607,894
|
|
|
|
|
|
|
|
|
|
|
Lease right of use asset
|
|
|
64,301
|
|
|
|
22,090
|
|
Assets held for resale
|
|
|
11,084
|
|
|
|
-
|
|
Property and equipment, net
|
|
|
12,063
|
|
|
|
13,478
|
|
Leasehold improvements, net of amortization
|
|
|
4,688
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,488,703
|
|
|
$
|
643,462
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Notes payable, net of discounts
|
|
$
|
504,819
|
|
|
$
|
585,134
|
|
Accounts payable
|
|
|
390,947
|
|
|
|
76,055
|
|
Accrued interest
|
|
|
14,722
|
|
|
|
39,384
|
|
Accrued expenses
|
|
|
68,442
|
|
|
|
46,719
|
|
Loan Payable to office
|
|
|
-
|
|
|
|
50,159
|
|
Liability for common stock to be issued
|
|
|
174,000
|
|
|
|
131,000
|
|
Lease liability - current portion
|
|
|
14,426
|
|
|
|
13,891
|
|
Deferred revenue
|
|
|
-
|
|
|
|
384
|
|
Total current liabilities
|
|
|
1,167,356
|
|
|
|
942,726
|
|
|
|
|
|
|
|
|
|
|
Lease liability - net of current portion
|
|
|
50,100
|
|
|
|
8,933
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,217,456
|
|
|
|
951,659
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
Common stock, par value $0.00001; 400,000,000 shares authorized, 275,858,714 and 107,039,107 outstanding at March 31, 2021 and 2020,
respectively
|
|
|
2,760
|
|
|
|
1,070
|
|
Additional paid-in capital
|
|
|
63,417,565
|
|
|
|
58,213,365
|
|
Accumulated deficit
|
|
|
(62,149,078
|
)
|
|
|
(58,522,632
|
)
|
Accumulated other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
Total stockholders’ equity (deficit)
|
|
|
1,271,247
|
|
|
|
(308,197
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
2,488,703
|
|
|
$
|
643,462
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
TAURIGA
SCIENCES, INC. AND SUBSDIARY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(IN
US$)
|
|
For the Years Ended
|
|
|
|
March 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss attributable to controlling interest
|
|
$
|
(3,626,446
|
)
|
|
$
|
(3,033,290
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
|
|
|
|
Bad debt expense
|
|
|
29,404
|
|
|
|
64,146
|
|
Amortization of original issue discount
|
|
|
100,543
|
|
|
|
67,044
|
|
Non-cash lease operating lease expense
|
|
|
327
|
|
|
|
331
|
|
Depreciation and amortization
|
|
|
1,737
|
|
|
|
914
|
|
Loss on disposal of fixed assets
|
|
|
-
|
|
|
|
1,230
|
|
Non-cash interest
|
|
|
253,869
|
|
|
|
75,960
|
|
Loss (gain) on extinguishment of debt
|
|
|
-
|
|
|
|
(113,468
|
)
|
Gain on lease termination
|
|
|
(836
|
)
|
|
|
-
|
|
Amortization of debt discount
|
|
|
645,832
|
|
|
|
687,486
|
|
Common stock issued and issuable for services (including stock-based compensation)
|
|
|
1,019,814
|
|
|
|
569,636
|
|
Gain on disposal of discontinued operation
|
|
|
244,706
|
|
|
|
(4,941
|
)
|
Legal fees deducted from proceeds of notes payable
|
|
|
17,700
|
|
|
|
24,900
|
|
(Gain) loss on the sale of trading securities
|
|
|
(146,577
|
)
|
|
|
(10,000
|
)
|
Unrealized loss (gain) on trading securities
|
|
|
(1,023,600
|
)
|
|
|
219,200
|
|
(Increase) decrease in assets
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
20,544
|
|
|
|
(24,435
|
)
|
Inventory (including deposits on inventory not received)
|
|
|
(495,861
|
)
|
|
|
(117,839
|
)
|
Proceeds (purchase) of trading securities, net
|
|
|
-
|
|
|
|
40,000
|
|
Accounts receivable
|
|
|
(19,051
|
)
|
|
|
(106,726
|
)
|
Increase (decrease) in liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
314,892
|
|
|
|
41,352
|
|
Deferred revenue
|
|
|
(384
|
)
|
|
|
384
|
|
Accrued expenses
|
|
|
21,722
|
|
|
|
46,720
|
|
Accrued interest
|
|
|
87,087
|
|
|
|
60,834
|
|
Cash used in operating activities
|
|
|
(2,554,578
|
)
|
|
|
(1,510,562
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Investment in VTGN warrants
|
|
|
-
|
|
|
|
(37,500
|
)
|
Exercise of unregistered warrants for common stock
|
|
|
(240,000
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Sales proceeds from trading securities
|
|
|
302,827
|
|
|
|
-
|
|
Investment - other
|
|
|
(416,587
|
)
|
|
|
(68,100
|
)
|
Purchase of property and equipment
|
|
|
(16,094
|
)
|
|
|
(2,612
|
)
|
Cash used in investing activities
|
|
|
(369,854
|
)
|
|
|
(108,212
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Loan from Officer
|
|
|
(50,159
|
)
|
|
|
50,159
|
|
Repayment of principal on notes payable to individuals and companies
|
|
|
(221,457
|
)
|
|
|
(27,500
|
)
|
Proceeds from the sale of common stock (including to be issued)
|
|
|
1,665,211
|
|
|
|
244,420
|
|
Proceeds from notes payable to individuals and companies
|
|
|
482,000
|
|
|
|
971,100
|
|
Proceeds from sale of registered shares - Tangiers Investment Agreement
|
|
|
400,515
|
|
|
|
-
|
|
Proceeds from convertible notes
|
|
|
692,800
|
|
|
|
-
|
|
Cash provided by financing activities
|
|
|
2,968,910
|
|
|
|
1,238,179
|
|
Net decrease in cash
|
|
|
44,478
|
|
|
|
(380,595
|
)
|
|
|
|
|
|
|
|
|
|
Cash, beginning of year
|
|
|
5,348
|
|
|
|
385,943
|
|
Cash, end of year
|
|
$
|
49,826
|
|
|
$
|
5,348
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Interest Paid
|
|
$
|
78,542
|
|
|
$
|
43,819
|
|
Taxes Paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH ITEMS
|
|
|
|
|
|
|
|
|
Recognition of lease liability and right of use asset at inception
|
|
$
|
67,938
|
|
|
$
|
12,066
|
|
Recognition of lease liability and right of use asset lease modification
|
|
$
|
-
|
|
|
|
23,177
|
|
Conversion of notes payable and accrued interest for common stock
|
|
$
|
1,700,675
|
|
|
$
|
496,262
|
|
Original issue discount on notes payable and debentures
|
|
$
|
68,333
|
|
|
$
|
10,000
|
|
Recognition of debt discount
|
|
$
|
208,806
|
|
|
$
|
794,272
|
|
The
accompanying notes are an integral part of the consolidated financial statements.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed herewith as a part of this Amendment.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
/s/
Seth M. Shaw
|
|
August
16, 2021
|
Seth
M. Shaw, Principal Executive Officer
|
|
Date
|
|
|
|
/s/
Kevin P. Lacey
|
|
August
16, 2021
|
Kevin
P. Lacey, Principal Accounting Officer
|
|
Date
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/
Seth M. Shaw
|
|
August
16, 2021
|
Seth
M. Shaw, Director
|
|
Date
|
|
|
|
/s/
Dr. David L. Wolitzky
|
|
August
16, 2021
|
Dr.
David L. Wolitzky, Director
|
|
Date
|
|
|
|
/s/
Thomas J. Graham
|
|
August
16, 2021
|
Thomas
J. Graham, Director
|
|
Date
|
|
|
|
/s/
Chris Sferruzzo
|
|
August
16, 2021
|
Chris
Sferruzzo, Director
|
|
Date
|
|
|
|
/s/
James V. Rosati
|
|
August
16, 2021
|
James
V. Rosati, Director
|
|
Date
|
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Apr 2023 to Apr 2024