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.

 

Consolidated Balance Sheets F-1
Consolidated Statements of Cash Flows F-2

 

 
 

 

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.

 

F-1

 

 

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.

 

F-2

 

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 


The following exhibits are filed herewith as a part of this Amendment.

 

Exhibit Number   Description
     
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
     
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
     
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
     
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

 

 
 

 

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 (QB) (USOTC:TAUG)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Tauriga Sciences (QB) Charts.
Tauriga Sciences (QB) (USOTC:TAUG)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Tauriga Sciences (QB) Charts.