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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

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

For the quarterly period ended September 30, 2013

OR

o
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.
(f/k/a Novo Energies Corporation)
(Exact name of registrant as specified in its charter)

Florida
 
65-1102237
(State or other jurisdiction of   Identification No.)
 
(I.R.S. Employer or organization)

39 Old Ridgebury Road
Danbury, CT  06180
 (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  þ   No  o

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).  þ  Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer     o     Accelerated Filer     o     Non-Accelerated Filer     o     Smaller Reporting Company     þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  þ
 
As of November 12, 2013 the registrant had 347,823,481 shares of its Common Stock, $0.00001 par value, outstanding.
 


 
 
 
 
 
 
TABLE OF CONTENTS

   
Pages
 
PART I. FINANCIAL STATEMENTS      
         
Item 1.
CONSOLIDATED FINANCIAL STATEMENTS:
   
3
 
           
 
Consolidated Balance Sheets as of September 30, 2013 (unaudited) and March 31, 2013
   
3
 
           
 
Consolidated Statements of Operations and Comprehensive Loss for the six months ended September 30, 2013 and 2012, and for the period December 12, 2011 (inception of development) to September 30, 2013 (unaudited)
   
4
 
           
 
Consolidated Statements of Cash Flows for the six months ended September 30, 2013 and 2012, and for the period December 12, 2011 (inception of development) to September 30, 2013 (unaudited)
   
5
 
           
 
Consolidated Statement of Stockholders’ Equity (Deficit) for the period December 12, 2011 (inception of development) to September 30, 2013 (unaudited) 
   
7
 
           
 
Notes to Consolidated Financial Statements (unaudited)
   
9
 
           
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
17
 
           
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   
19
 
           
Item 4.
CONTROLS AND PROCEDURES
   
19
 
           
PART II. OTHER INFORMATION
       
           
Item 1.
LEGAL PROCEEDINGS
   
21
 
           
Item 1A.
RISK FACTORS
   
21
 
           
Item 2.
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
   
21
 
           
Item 3.
DEFAULTS UPON SENIOR SECURITIES
   
25
 
           
Item 4.
MINE SAFETY DISCLOSURES
   
25
 
           
Item 5.
OTHER INFORMATION
   
25
 
           
Item 6.
EXHIBITS
   
25
 

 
2

 
 
ITEM 1     FINANCIAL STATEMENTS
 
TAURIGA SCIENCES, INC. AND SUBSIDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
September 30,
   
March 31,
 
   
2013
   
2013
 
     (Unaudited)        
ASSETS
           
Current assets:
           
Cash
  $ 201,599     $ 143,034  
Other receivables
    700       7,906  
Investments - available for sale securities
    127,500       -  
Prepaid expenses
    -       19,534  
   Total current assets
    329,799       170,474  
                 
Equipment, net of depreciation
    27,785       28,382  
                 
Other assets:
               
Intangible, net of amortization
    238,419       -  
                 
Total assets
  $ 596,003     $ 198,856  
                 
LIABILITIES AND STOCKHOLDERS'  DEFICIT
               
Current liabilities:
               
Notes payable
  $ 296,425     $ 225,000  
Convertible notes, net of discounts
    534,538       106,425  
Accounts payable
    272,200       277,053  
Accrued interest
    54,149       8,004  
Accrued expenses
    147,559       148,348  
Accrued professional fees
    279,229       418,668  
Total current liabilities
    1,584,100       1,183,498  
                 
Stockholders' deficit
               
Common stock, par value $0.00001; 1,000,000,000 shares
               
    authorized, 303,662,975 and 226,449,077 issued and
               
    outstanding at September 30, 2013 and March 31, 2013
    3,036       2,264  
Additional paid-in capital
    35,005,793       31,000,267  
Accumulated deficit from prior operations
    (16,244,237 )     (16,244,237 )
Accumulated deficit during development stage
    (19,631,715 )     (15,741,675 )
Accumulated other comprehensive loss
    (120,974 )     (1,261 )
Total stockholders' deficit
    (988,097 )     (984,642 )
                 
Total liabilties and stockholders' deficit
  $ 596,003     $ 198,856  
 
See accompanying notes to unaudited consolidated financial statements.
 
 
3

 
 
TAURIGA SCIENCES, INC. AND SUBSIDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
 
                           
Period from
 
                           
December 12,
 
                           
2011
 
                           
(Inception of
 
   
For the Three Months ended
   
For the Six Months Ended
   
Development)
 
   
September 30,
   
September 30,
   
to September 30,
 
   
2013
   
2012
   
2013
   
2012
     2013  
                                 
Operating expenses
                               
General and administrative
  $ 1,255,029     $ 2,152,133     $ 3,298,742     $ 2,775,734     $ 15,440,390  
Impairment of advances to Immunovative
                                       
Therapies, Ltd. for future stock ownership
    -       1,585,999       -       1,829,049       3,533,214  
Depreciation and amortization expense
    11,664       4,378       16,007       7,658       62,594  
Total operating expenses
    1,266,693       3,742,510       3,314,749       4,612,441       19,036,198  
                                         
Loss from operations
    (1,266,693 )     (3,742,510 )     (3,314,749 )     (4,612,441 )     (19,036,198 )
                                         
Other income (expense)
                                       
Interest expense
    (44,684 )     (10     (50,299 )     -       (66,709 )
Loss on conversion of debt
    -       -       (321,000 )     -       (321,000 )
Gain on settlement of law suit
    -       -       -       -       20,000  
Amortization of debt discount
    (127,550 )     -       (203,992 )     (2,512     (227,808 )
                                         
Total other income (expense)
    (172,234 )     10       (575,291 )     2,512       (595,517 )
                                         
Net loss
    (1,438,927 )     (3,742,520 )     (3,890,040 )     (4,614,953 )     (19,631,715 )
                                         
Other comprehensive income
                                       
Translation adjustment
    (2,914 )     6,626       1,526       5,706       1,526  
Impairment on available for sale investments
    (122,500 )     -       (122,500 )     -       (122,500 )
Total other comprehensive income
    (125,414 )     6,626       (120,974 )     5,706       (120,974 )
                                         
Comprehensive loss
  $ (1,564,341 )   $ (3,735,894 )   $ (4,011,014 )   $ (4,609,247 )   $ (19,752,689 )
                                         
Net loss per share (basic and diluted)
  $ (0.01 )   $ (0.02 )   $ (0.02 )   $ (0.03 )        
                                         
Weighted average common shares outstanding
                                       
Basic and diluted
    277,262,355        149,791,921        258,545,255       136,108,457          
 
See accompanying notes to unaudited consolidated financial statements.
 
 
4

 
 
TAURIGA SCIENCES, INC. AND SUBSIDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the period from inception December 12, 2011 to September 30, 2013
(UNAUDITED)
 
                           
Deficit
             
                     
Deficit
   
accumulated
   
Accumulated
       
               
Additional
   
accumulated
   
during the
   
other
   
Total
 
   
Number of
         
paid-in
   
from prior
   
development
   
comprehensive
   
stockholders'
 
   
shares
   
Amount
   
capital
   
operations
   
stage
   
income (loss)
   
deficit
 
                                           
Balance March 31, 2012
    116,667,888     $ 1,166     $ 20,770,505     $ (16,244,237 )   $ (4,595,168 )   $ (2,243 )   $ (69,977 )
Sale of common stock
                                                       
under private placement                                                        
agreements at $0.10                                                        
to $0.15 per share
    48,844,286       489       5,190,633                               5,191,122  
Amendment to former
                                                       
chief executive officer's                                                        
employment agreement                                                        
at $0.10 per share
    2,500,000       25       249,975                               250,000  
Issuance of shares under
                                                       
consulting contract for                                                        
strategic planning officer                                                        
at $0.10 per share
    2,500,000       25       249,975                               250,000  
Issuance of shares to
                                                       
purchase domain name                                                        
at $0.125 per share
    200,000       2       24,998                               25,000  
Issuance of shares under
                                                       
consulting contracts at                                                        
$0.10 to $0.29 per share
    30,878,983       308       4,505,881                               4,506,189  
Issuance of shares to
                                                       
convert Caete Invest &                                                        
Trade, S.A. debt under                                                        
conversion agreement
    2,720,000       27       225,792                               225,819  
Conversion of accounts
                                                       
payable at $0.10 per share
    1,592,920       16       95,559                               95,575  
Stock issued for commissions
                                                       
under private placement                                                        
agreements
    5,335,000       53       688,947                               689,000  
Commission expense paid
                                                       
with stock issuances                                                        
under private placements
                    (689,000 )                             (689,000 )
Commission paid under
                                                       
private placement                                                        
agreements in cash
                    (643,956 )                             (643,956 )
Issuance of shares to CEO
                                                       
under employment                                                        
contract for achieving
                                                       
capital raise goal of                                                        
$7,500,000 at $0.25                                                        
per share
    2,500,000       25       624,975                               625,000  
Issuance of shares to former
                                                       
CEO under employment                                                        
contract for achieving
                                                       
capital raise goal of                                                        
$7,500,000 at $0.25                                                        
per share
    2,500,000       25       624,975                               625,000  
Issuance of shares to CEO
                                                       
in lieu of salary at a price                                                        
of $0.04 to $0.24 per share
    360,000       4       47,396                               47,400  
Issuance of shares to JMJ
                                                       
Financial to obtain                                                        
loan at $0.15 per share
    200,000       2       29,998                               30,000  
Beneficial conversion feature
                                                       
related to JMJ Financial
                    92,391                               92,391  
Issuance of shares to CEO
                                                       
as signing bonus under                                                        
employment contract                                                        
at $0.20 per share
    1,500,000       15       299,985                               300,000  
Issuance of shares to CEO
                                                       
as additional compensation                                                        
at $0.04 per share
    4,000,000       40       159,960                               160,000  
Issuance of shares to CFO
                                                       
under consulting agreement                                                        
at $0.06 to $0.20 per share
    2,000,000       20       246,480                               246,500  
Issuance of shares to company
                                                       
attorneys for services rendered                                                        
at $0.10 to $0.25 per share
    2,150,000       22       287,478                               287,500  
Consulting contract vesting
                                                       
amortization adjustment
                    (2,082,680 )                             (2,082,680 )
Translation adjustment
                                            982       982  
Net loss for the year ended                                                        
March 31, 2013
                                    (11,146,507 )             (11,146,507 )
                                                         
Balance at March 31, 2013
    226,449,077     $ 2,264     $ 31,000,267     $ (16,244,237 )   $ (15,741,675 )   $ (1,261 )   $ (984,642 )
 
See accompanying notes to unaudited consolidated financial statements.
 
 
5

 
 
TAURIGA SCIENCES, INC. AND SUBSIDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the period from inception December 12, 2011 to September 30, 2013
(UNAUDITED)
 
                             
Deficit
             
                       
Deficit
   
accumulated
   
Accumulated
       
                 
Additional
   
accumulated
   
during the
   
other
   
Total
 
     
Number of
         
paid-in
   
from prior
   
development
   
comprehensive
   
stockholders'
 
     
shares
   
Amount
   
capital
   
operations
   
stage
   
income (loss)
   
deficit
 
                                             
Issuance of shares
                                           
to chief financial                                            
officer at $0.04 to                                            
$0.07 per share
      360,000     $ 4     $ 15,896     $ -     $ -     $ -     $ 15,900  
Issuance of shares
                                                         
for cash at $0.01                                                          
to $0.06 per share
      4,569,848       46       141,304                               141,350  
Issuance of shares
                                                         
to chief executive                                                          
officer at $0.02 to                                                          
$0.08 per share
      7,610,000       77       462,323                               462,400  
Issuance of shares
                                                         
to chief operating                                                          
officer at $0.07 to                                                          
$0.09 per share
      5,250,000       53       342,447                               342,500  
Issuance of shares to
                                                         
convert convertible                                                          
debt at $0.03 to                                                          
$0.09 per share
      12,500,000       125       550,875                               551,000  
Issuance of shares
                                                         
to consultants at                                                          
$0.04 to $0.09                                                          
per share
      34,076,224       339       1,319,699                               1,320,038  
Contribution of
                                                         
2,500,000 shares                                                          
by chief                                                          
executive officer                                                          
to finalize
                                                         
licensing agreement                                                          
at $0.04 per share                       106,250                               106,250  
Issuance of shares
                                                         
to settle accounts                                                          
payable at $0.04                                                          
per share
      1,500,000       15       59,985                               60,000  
Issuance of shares
                                                         
for loan                                                          
commitment fee                                                          
at $0.03 per share
      7,000,000       70       209,930                               210,000  
Issuance of shares
                                                         
for available for                                                          
sale investments                                                          
$0.06 per share
      4,347,826       43       249,957                               250,000  
Beneficial conversion
                                                         
feature of                                                          
convertible                                                          
notes
                      477,688                               477,688  
Stock-based                                                          
compensation                                                          
vesting
                      69,172                               69,172  
Net loss for the
                                                         
six months ended                                                          
September 30, 2013
                                      (3,890,040 )             (3,890,040 )
Impairment of                                                          
available for                                                          
sale securities                                               (122,500 )     (122,500 )
Translation adjustment
                                              2,787       2,787  
                                                             
Balance at                                                          
September 30, 2013 (unaudited)
      303,662,975     $ 3,036     $ 35,005,793     $ (16,244,237 )   $ (19,631,715 )   $ (120,974 )   $ (988,097 )
 
See accompanying notes to unaudited consolidated financial statements.
 
 
6

 
 
TAURIGA SCIENCES, INC. AND SUBSDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
               
Period from
 
               
December 12,
2011
 
               
(Inception of
 
   
For the Six Months Ended
   
Development)
 
   
September 30,
   
to September 30,
 
   
2013
   
2012
    2013  
Cash flows from operating activities
                   
Net loss
  $ (3,890,040 )   $ (4,614,953 )   $ (19,631,715 )
Adjustments to reconcile net loss to cash provided
                 
   by (used in) operating activities:
                       
Stock-based compensation
    2,420,010       1,038,171       10,817,343  
Shares issued in Settlement Agreement
    -       -       153,000  
Impairment of advances to Immunovative
                       
    Therapies, LTD, for future stock ownership
    -       -       3,533,214  
Amortization of debt discounts to interest expense
    84,588       -       108,404  
Write-off intangible asset - domain name
    -       -       32,892  
Depreciation and amortization
    16,007       7,658       29,702  
Loss on conversion of debt
    321,000       -       321,000  
Decrease (increase) in assets
                       
Other receivables
    7,206       -       (700 )
Prepaid expenses
    19,534       (16,500 )     16,758  
Increase (decrease) in liabilities
                       
Accounts payable
    (4,853 )     106,239       142,689  
Accrued salaries and wages
    -       34,748       -  
Accrued interest
    46,145       (31,600 )     33,997  
Accrued expenses
    (789 )     150,220       90,099  
Accrued professional fees
    (79,439 )     (42,932 )     8827  
Related party payables
    -       90,000       (96,884 )
Cash used in operating activities
    (1,060,631 )     (3,278,949 )     (4,441,374 )
                         
Cash flows from investing activities
                       
Purchase of equipment
    (3,829 )     -       (27,649 )
Purchase of intangible asset - domain name
    -       (7,893 )     (7,893 )
Purchase of intangible asset - licensing fee
    (143,750 )     -       (143,750 )
Purchase of marketable securities
    -       (300,000 )     -  
Advances to Immunovative Therapies LTD, for
                    -  
    future stock ownership
    -       (1 )     (3,533,214 )
Cash used in investing activities
    (147,579 )     (307,894 )     (3,712,506 )
                         
Cash flows from financing activities
                       
Proceeds from notes payable
    -       -       225,000  
Repayment of note payable to former chief
                       
executive officer
    -       (52,364 )     (125,503 )
Sale of common stock
    141,350       4,121,047       7,402,827  
Proceeds from convertible debentures
    1,122,638       -       1,297,638  
Commissions paid on sale of common stock
    -       (623,956 )     (643,956 )
Cash provided by financing activities
    1,263,988       3,444,727       8,156,006  
                         
Foreign currency translation effect
    2,787       4,486       29,930  
Net increase / (decrease) in cash
    58,565       (137,630 )     32,056  
                         
Cash, beginning of period
    143,034       619,624       169,543  
Cash, end of period
  $ 201,599     $ 481,994     $ 201,599  
 
See accompanying notes to unaudited consolidated financial statements.
 
 
7

 
 
TAURIGA SCIENCES, INC. AND SUBSDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
               
Period from
 
               
December 12,
2011
 
               
(Inception of
 
   
For the Six Months Ended
   
Development)
 
   
September 30,
   
to September 30,
 
   
2013
   
2012
   
2013
 
                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
             
INFORMATION:
                 
   Interest and Taxes Paid
  $ -     $ -     $ -  
                         
NON CASH ITEMS
                       
Conversion of accounts payable to common
                       
stock
  $ -     $ (65,000 )   $ (95,559 )
Conversion of note payable to common stock
  $ (175,000 )   $ (179,572 )   $ (354,572 )
Issuance of common stock to settle commissions
                       
on private placement offering
  $ -     $ (676,400 )   $ (689,000 )
Conversion of accrued interest on Caete Invest
                       
     & Trade, S.A. to common stock
  $ -     $ (46,247 )   $ (46,247 )
Purchase of intangible asset - domain name with
                       
     common stock
  $ -     $ (25,000 )   $ (25,000 )
Issuance of common stock
  $ 99     $ 88     $ 197  
Additional paid in capital
  $ 174,901     $ 992,131     $ 1,210,181  
Beneficial conversion features
  $ (105,331 )   $ -     $ (212,940 )
Additional paid in capital
  $ 105,331     $ -     $ 212,940  
Issuance of common stock for investments held for available sale     250,000       -       250,000  
Investments - available for sale securities     (250,000 )     -       (250,000 )
Capital contribution     (106,250     -       (106,250
License Agreement     106,250       -       106,250  
Note conversion     (65,000     -       65,000  
Common stock     41       -       41  
Additional paid in Capital     124,959       -       124,959  
Accrued professional fees     (60,000     -       60,000  
 
See accompanying notes to unaudited consolidated financial statements.
 
 
8

 
 
TAURIGA SCIENCES, INC. AND SUBSIDIARY
(Formerly Immunovative, Inc. and Subsidiary)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013
(unaudited)
 
NOTE 1 – NATURE OF BUSINESS AND GOING CONCERN

Nature of Business
 
The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company is now moving in the direction of a diversified biotechnology company which includes medical devices and the development of proprietary drug compounds. The mission of the company is to acquire a diversified portfolio of medical technologies.
 
In May 2011, the Company had entered into an exclusive memorandum of understanding with Immunovative Therapies, Ltd. (“ITL”) (an Israeli company) whereby the Company would acquire a subsidiary of ITL. On December 12, 2011, the Company terminated this memorandum of understanding and entered into a License Agreement (the “License Agreement”) with ITL, pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all the Licensed Products based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vax TM (“Licensed Products”). On May 8, 2012, the Company changed its name to Immunovative, Inc. to better reflect its new direction on the development and commercialization of the next generation of immunotherapy treatments.
 
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013, and that the Company had complied in all material respects with the License Agreement and therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated.
 
On March 13, 2013, the Company changed its name to Tauriga Sciences, Inc. to better reflect its new direction.
 
On May 31, 2013, the Company signed a Licensing Agreement with Green Hygienics, Inc. (“GHI”) to enable the Company on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products. The Company contracted to pay $250,000 for the licensing rights and issued 4,347,826 shares of common stock of the Company to GHI whereas GHI’s parent company, Green Innovations Ltd. (“GNIN”) has issued the Company 625,000 shares of common stock of GNIN. The Company paid $143,730 in cash to GHI and, in lieu of the remaining $106,270 to be paid in cash, the chief executive officer issued from his personal holdings of Company stock to GHI an additional 2,500,000 shares of common stock of the Company. The shares issued by the chief executive officer were recorded as a capital contribution. See Notes 4, 5, and 8.
 
Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
 
These unaudited consolidated financial statements should be read in conjunction with our 2013 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on June 12, 2013.
 
 
9

 
 
Going Concern
 
As indicated in the accompanying consolidated financial statements, the Company has incurred net operating losses of $3,890,040 for the six months ended September 30, 2013. Since inception of development stage, the Company has incurred net losses of $19,631,715. Management’s plans include the raising of capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in medical companies. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreement or ownership interests in medical companies and generate adequate revenues, 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. However, the accompanying 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 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.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the 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.
 
Foreign Currency Translation
 
Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit.
 
Cash Equivalents
 
For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less.
 
Equipment and Depreciation
 
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 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 Asset
 
Intangible asset, consisting of a licensing fee, is stated at cost and has been determined to have a five year life based on the terms of the licensing agreement.
 
Consolidated Financial Statements
 
The financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. (formerly known as Immunovative Canada, Inc.) All inter-company transactions have been eliminated in consolidation.
 
 
10

 
 
Net Loss Per Common Share
 
The Company computes per share amounts in accordance with 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. A fully diluted calculation is not presented since the results would be anti-dilutive.
 
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 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 shareholders’ equity/(deficit) over the applicable service periods 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 of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.
 
Comprehensive Income
 
The Company has adopted ASC 211-05 effective January 1, 2012 which requires entities to report comprehensive income within a continuous statement of comprehensive income.
 
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
 
Income Taxes
 
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
Impairment of Long-Lived Assets
 
Long-lived assets, primarily fixed assets and intangibles, 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.
 
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.
 
 
11

 
 
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 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 as of September 30, 2013. 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, accounts payable, accrued expenses and due to related parties.
 
Uncertainty in 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 meet the more-likely-than-not threshold as of September 30, 2013.
 
Recent Accounting Pronouncements
 
Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements.
 
 
12

 
 
NOTE 3 – EQUIPMENT
 
The Company’s equipment is as follows:
 
 
September 30,
 
March 31,
   
 
2013
 
2013
 
Estimated Life
           
Computer and office equipment
$ 53,780   $ 49,951  
5 years
Less: accumulated depreciation
  25,995     21,569    
  $ 27,785   $ 28,382    
 
NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of the cost of a license fee with Green Hygienics, Inc. (see Notes 1, 5 and 8). The Company has paid cash of $143,750 and the chief executive officer contributed 2,500,000 shares of the Company's common stock valued at $106,250 for a total license fee value of $250,000. The Company’s intangible asset is as follows:

 
September 30,
 
March 31,
   
 
2013
 
2013
 
Estimated Life
           
Licensing fee
$ 250,000   $ -  
5 years
Less: accumulated amortization
  11,581     -    
  $ 238,419   $ -    
 
NOTE 5 – LICENSE AGREEMENT
 
Immunovative Therapies, Ltd.
 
On December 12, 2011, the Company entered into a License Agreement (the “License Agreement”) with Immunovative Therapies, Ltd., an Israeli Corporation (“ITL”), pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all product candidates (the “Licensed Products”) based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vaz TM (“Licensed Products”).
 
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. No value has been assigned to the ITL shares as they are deemed to be worthless.
 
Green Hygienics, Inc.
 
On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1 and 8). The Licensing Agreement with GHI will enable the Company, on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products to commercial entities including medical facilities, schools, and more. The Company agreed to pay $250,000 for the licensing rights and issued 4,347,826 shares of common stock of the Company to GHI whereas GHI’s parent company, GNIN, issued the Company 625,000 shares of common stock of GNIN. The terms of the Licensing Agreement provides the equal recognition of profits between the Company and GHI on the sales by the Company.
 
As of September 30, 2013, the Company has paid $143,750 of the $250,000 licensing fee in cash and the Chief Executive Officer contributed 2,500,000 shares of common stock of the Company in lieu of the remaining $106,270.  The Company will amortize the licensing fee over the five year life of the licensing agreement.  
 
NOTE 6 – CONVERTIBLE NOTES AND NOTES PAYABLE
 
Convertible Notes Payable
 
During the period of February 22, 2013 to September, 2013, the Company entered into 8% convertible promissory notes with various individuals aggregating $361,425. The notes are unsecured and are due 180 days from the date of issue. Should the notes not be repaid at the respective maturity date, the lender has the right to convert the unpaid principal and interest into common stock of the Company at $0.025 per share. During the quarter ended September 30, 2013, $65,000 of the notes were converted into 2,600,000 shares of the Company's common stock. The balance at September 30, 2013 was $296,425.
 
 
13

 
 
On October 19, 2012, the Company entered into a one year convertible promissory note agreement for $445,000 with JMJ Financial, a California based institutional investor. The note is non-interest bearing for the first 90 days and subsequent to that, the note has an interest rate of 5% per annum. The note, at the holder’s option, is convertible at $0.15 per share and if the price per share at the time of conversion is greater than $0.15 per share, on average for the previous 25 trading days, the conversion rate shall have a 25% discount, with the minimum price of $0.15 per share. The Company paid an origination fee of 200,000 shares of its common stock to secure the loan. On November 14, 2012, the Company received $150,000 and an additional $25,000 on March 27, 2013. The 25% discount created a beneficial conversion feature at the commitment date aggregating $37,500 representing a discount which is being accreted monthly from the issuance date of the note through maturity and is recorded as additional interest expense. At March 31, 2013, the loan balance is $106.425, net of unamortized discount of $68,575. During the six months ended September 30, 2013, the Company issued 9,900,000 shares of its common stock to convert the note. Under the terms of the original agreement, approximately 4,125,000 shares were required to be issued. To entice the conversion, the Company issued an additional 5,775,000 shares resulting in a loss on conversion of $321,000.
 
The Company during the six months ended September 30, 2013 and at various times has entered into convertible debt instruments with interest rates ranging between 8 and 10% per annum. The total proceeds from the notes aggregated $996,213. The notes are convertible into shares of the Company's common stock with varying price ranges. During the six months ended September 30, 2013, the Company recorded a beneficial conversion feature of $477,688. At September 30, 2013, the Convertible notes were carried at $534,538 net of unamortized discount of $461,675.
 
NOTE 7 – RELATED PARTIES
 
On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1, 4, 5 and 8). The Company’s former CFO, Bruce Harmon, is the CFO and Chairman of GNIN, the parent company of GHI.
 
NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)
 
Common Stock
 
During the year ended March 31, 2012, the Company sold for cash under private placement agreements 6,624,452 shares of its common stock at $0.05 per share.
 
During the year ended March 31, 2012, the Company issues to various consultants 14,485,000 shares of its common stock at prices ranging between $0.10 and $0.14 per share. These shares were valued at the market price of the stock on the date of the commitment. These consulting agreements were issued to the consultants to assist the Company in developing business strategies, assist in capital introductions, and other mutually agreed upon services. The aggregate value of the shares has been recorded as stock based compensation.
 
The Company issues 1,565,000 shares of its common stock in connection with the settlement agreements. The shares were valued at $0.14, the value at the date of settlement
 
During the year ended March 31, 2012, the Company converted unpaid rent on the corporate office in the amount of $78,000. Accordingly, 709,090 shares of the Company’s common stock were issued at $0.1098 per share. The rent was payable to a party related to the former chief executive officer.
 
On July 11, 2011, the Company converted a $500,000 debenture along with accrued penalties for being in default and accrued unpaid interest into 10,000,000 shares of the Company’s common stock and recognized a loss on extinguishment of $336,836.
 
During the year ended March 31, 2013, the Company sold for cash under private placement agreements, 48,844,286 shares of its common stock at an average price of $0.10 per share.
 
On May 15, 2012, the former chief executive officer’s employment contract was amended to award him an additional 2,500,000 shares of the Company’s common stock at $0.10 per share, the value at the date of commitment. Additionally, his employment contract was amended to award him an additional 2,500,000 shares conditional upon the Company raising a total of $7,500,000 in private placement funds.
 
On May 15, 2012, the strategic planning vice president was issued a consulting agreement for 36 months. In connection with the agreement, he was issued 2,500,000 shares of the Company’s common stock and an additional 2,500,000 shares conditional upon the Company raising a total of $7,500,000 in private placement funds.
 
The Company issued 200,000 shares of its common stock at $0.125 per share to obtain the rights to a domain name.
 
On May 21, 2012, the Company issued 2,720,000 shares of its common stock to convert the Caete Invest & Trade, S.A. debt plus accrued interest. The note principal and accrued interest aggregated $225,819.
 
During the year ended March 31, 2012, the Company converted $95,575 of accounts payable by issuing 1,592,920 shares of its common stock at an average price of $0.06 per share.
 
On October 19, 2012, the Company issued 200,000 shares of its common stock to obtain a loan at $0.15 per share.
 
On August 22, 2012, a signing bonus in the amount of 1,500,000 shares was issued to the chief executive officer in connection with his employment contract. The shares were valued at $0.20 per share, the value at commitment date.
 
In December 2012, the board approved the issuance of an additional 4,000,000 shares to the Company’s chief executive officer. The shares were valued at $0.04 per share, the value at the date of commitment.
 
 
14

 
 
In connection with the chief financial officer consulting agreement dated September 1, 2012, and subsequent modification, 2,000,000 shares were awarded at a price ranging from $0.06 to $0.20 per share.
 
The Company, during the course of the year has issued 2,150,000 shares of its common stock at prices ranging from $0.10 to $0.25 per share for legal services.
 
Commencing October 2012, the chief executive officer received 360,000 shares (60,000 per month) of the Company’s common stock as salary in lieu of cash. These shares were valued between $0.04 and $0.24 per share. His employment agreement was subsequently modified in December 2012 to begin cash compensation in addition to the 60,000 shares award per month.
 
During the year ended March 31, 2013, the Company issued to various consultants 30,878,983 shares of its common stock at prices ranging between $0.10 and $0.29 per share. These shares were valued at the market price of the common stock on the date of commitment. There consulting agreement were issued to the consultants to assist the Company in developing business strategies, assist in capital introductions and the mutually agreed upon services. The aggregate value of the shares has been recorded as stock-based compensation.
 
The Company issued 5,335,000 shares of its common stock and 643,956 in cash as commissions related to the private placement agreements.
 
During the six months ended September 30, 2013, the Company issued to its chief financial officer 360,000 shares of its common stock at $0.04 to $0.07 per share for services rendered in accordance with his consulting contract.
 
During the six months ended September 30, 2013, the Company issued 4,569,848 shares of its common stock in exchange for $141,350.
 
During the six months ended September 30, 2013, the Company issued to its chief executive officer a total of 7,610,000 shares of its common stock at prices ranging from $0.02 to $0.08 per share for services in lieu of cash compensation.
 
During the six months ended September 30, 2013, the Company issued to its chief operating officer a total of 5,250,000 shares of its common stock at prices ranging from $0.02 to $0.08 per share for services in lieu of cash compensation.
 
During the six months ended September 30, 2013, the Company issued collectively 12,500,000 at prices ranging from $0.03 to $0.09 per share for the conversion of a $240,000 convertible note.
 
During the six months ended September 30, 2013, the Company issued to various consultants collectively 34,076,224 shares of its common stock at prices ranging from $0.02 to $0.09 per share.
 
During the six months ended September 30, 2013, the Company issued 1,500,000 at $0.04 per share in settlement of legal fees.
 
During the six months ended September 30, 2013, the Company issued 7,000,000 shares at $0.03 per share for a committment fee relating to a convertible debt arrangement.
 
During the six months ended September 30, 2013, the Company issued 4,387,826 shares of its common stock to Green Hygienics in connection with a license agreement.
 
During the six months ended September 30, 2013, the chief executive officer contributed 2,500,000 shares to the Company to fully pay up the Green Hygienics license fee. The shares were valued at $0.04 per share totaling $106,250.
 
In connection with the consulting agreements and the board advisory agreements, the agreements have as part of the compensation arrangements, the following clauses: a) the consultant will be reimbursed for all reasonable out of pocket, b) to the extent the consultant introduces the Company to any sources of equity or debt arrangements, the Company agrees to pay 8% to 10% in cash and 8% to 10% in common stock of the Company of all cash amounts actually received by the Company and 2% for debt arrangements, and c) 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.
 
Warrants for Common Stock
 
The following table summarizes the activity of the warrants for common stock issued in 2010 in connection with consulting agreements outstanding as at September 30, 2013:
 
   
Number of
Warrants
   
Exercise
Price
   
Expiration
Date
 
                   
Balance March 31, 2013
   
394,465
   
$
0.75
     
8/2014
 
Exercised
   
-
                 
                         
Balance September 30, 2013
   
394,465
                 
 
The warrants were valued utilizing the following assumption employing the Black-Scholes Pricing Model:

Volatility
 
241.65% to 244.92%
 
Risk-free rate
 
1.34% to 0.41%
 
Dividend
    -  
Expected life of warrants
    3  
 
 
15

 
 
Stock Options

On February 1, 2012, the Company awarded 5,000,000 options to purchase common shares to its former Chief Executive Officer and 5,000,000 options to purchase common shares to the vice president – strategic planning. These options vested immediately and were for services performed. The Company recorded stock-based compensation expense of $1,400,000 for the issuance of these options. The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options:
 
Volatility
   
220
%
Expected dividend rate
   
-
 
Expected life of options in years
   
10
 
Risk-free rate
   
1.87
%

A summary of option activity as of September 30, 2013, and changes during the period then ended, is presented below:
 
             
Weighted
     
 
Weighted
         
Average
     
 
Average
         
Remaining
 
Aggregate
 
 
Exercise
   
Number of
   
Contractual
 
Intrinsic
 
Options
Price
   
Shares
   
Term
 
Value
 
                         
Balance March 31, 2013
 
$
0.10
     
10,000,000
     
8.92
   
$
400,000
 
Options granted
   
-
     
-
     
-
     
-
 
Options exercised
   
-
     
-
     
-
     
-
 
Options cancelled/forfeited
   
-
     
-
     
-
     
-
 
Balance at September 30, 2013
 
$
0.10
     
10,000,000
     
8.92
   
$
400,000
 
Exercisable at September 30, 2013
 
$
0.10
     
10,000,000
     
8.92
   
$
400,000
 
 
NOTE 9 – COMMITMENTS
 
On August 22, 2012, the Company entered into an employment agreement with Seth M. Shaw, its chief executive officer. The agreement provides for annual compensation of $132,000. Mr. Shaw previously elected to forgo cash compensation and receive 60,000 shares of the Company’s common stock on a monthly basis. However, as the only principal officer and director, he decided to take the cash compensation as well and is in the process of modifying his employment agreement.
 
NOTE 10 – SUBSEQUENT EVENTS
 
On October 29, 2013, the Company entered into a Strategic Alliance Agreement (the “BR Agreement”) with Bacterial Robotics, LLC (“BR”).

The BR Agreement creates a strategic relationship between the Company and BR with the aim of research and development of genetically enhanced bacteria for nuclear waste water remediation (“NuclearBot Technology”). As consideration for the rights set forth in the BR Agreement, the Company made an initial cash payment of $25,000.  Pursuant to the BR Agreement, within ninety (90) days of signing, BR will deliver to the Company a whitepaper on utilization of NuclearBot Technology to cleanse water used in the cooling of nuclear power plants (“Whitepaper”).
 
Following acceptance of the Whitepaper by the Company, the Company shall pay an additional $25,000 to BR.  The parties further agreed to enter into a joint venture (“JV”) in which the Company will be the majority and controlling owner. The purpose of the JV is to market and sell products and services based on the NuclearBot Technology, sublicense and own all improvements to the NuclearBot Technology in addition to owning other jointly-developed intellectual property.  The Company will be the majority and controlling owner of the JV, which will also use the NuclearBot Technology to further the growth of the nuclear wastewater treatment market (the “Field of Use”) and further the individual strategic objectives of each of the Parties.
 
In connection with the BR Agreement, Bacterial Robotics also granted to the Company (or its affiliated assignee) a right of first refusal to obtain a 10-year, fully-paid, worldwide license agreement (the “BR Definitive License Agreement”) related to the NuclearBot Technology to sell, offer for sale and distribute products and services utilizing the NuclearBot Technology (i) exclusively in the Field of Use; and (ii) non-exclusively in all other fields of use.
 
The BR Agreement also provides for the entry by the parties thereto into a “BR Definitive Reseller Agreement” pursuant to which the Company (or its assignee) will be an authorized Bacterial Robotics marketing and sales representative of products and services utilizing the NuclearBot Technology and BR Technology in all fields of use.
 
The BR Definitive License Agreement and the BR Definitive Reseller Agreement are to be negotiated, executed and delivered prior to consummation of the transactions involving NuclearBot Technology as described in the Agreement.

In addition to the cash payments described above, the Company issued to Bacterial Robotics a Warrant exercisable for a period of five (5) years for up to 75,000,000 shares (plus an amount, if any, to cover a cashless exercise related to the strike price, collectively, the “BR Warrant Shares”) of its Common Stock.  Under the terms of the BR Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission to register 35,000,000 of the BR Warrant Shares issued to BR within thirty (30) days following the closing of this transaction (the “Filing Deadline”).

The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date. The Required Effectiveness Date  means (i) if the Registration Statement does not become subject to review by the SEC, the date which is the earliest of (a) ninety (90) days after the Closing Date or (b) five (5) business days after the Company receives notification from the SEC that the Registration Statement will not become subject to review, or (ii) if the Registration Statement becomes subject to review by the SEC, the date which is the earliest of (a) one hundred and fifty (150) days after the Closing Date or (b) five (5) business days after the Company receives notification from the SEC that the SEC has no further comment to the Registration Statement.
 
Subsequent to September 30, 2013, the Company issued 24,750,506 shares in connection with the Conversion of Convertible Notes and issued 19,410,000 in connection with consulting agreements.
 
 
16

 

 PART I - FINANCIAL INFORMATION

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
 
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Form 10-K dated March 31, 2013 for the fiscal year ended March 31, 2013 and in our subsequent filings with the Securities and Exchange Commission.
 
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" IN THIS “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
We are a Florida corporation formed on April 8, 2001. We were originally organized to be a blank check company.
 
On June 8, 2009, the Board of Directors approved the change of name to “Novo Energies Corporation”. As described in a report filed with the United States (“U.S.”) Securities and Exchange Commission on June 26, 2009, a majority of shareholders executed a written consent in lieu of an Annual Meeting (the “Written Consent”) effecting the change of the name of our business from “Atlantic Wine Agencies, Inc.” to “Novo Energies Corporation” on June 8, 2009 to better reflect what we then intended to be our future operations. We filed an amendment to our Articles of Incorporation on June 8, 2009 with the Florida Secretary of State to affect this name change after receiving the requisite corporate approval.
 
On June 23, 2009, the Board of Directors approved a 3-for-1 forward stock split. Accordingly, all share and per share amounts have been retroactively adjusted in the accompanying financial statements.
 
On July 30, 2009, Novo Energies Corporation (“Novo”) formed a wholly-owned subsidiary, WTL Renewable Energy, Inc. (“WTL”). WTL was established as a Canadian Federal Corporation whose business is to initially research available technologies capable of transforming plastic and tires into useful energy commodities. Simultaneously, WTL also intended to plan, build, own, and operate renewable energy plants throughout Canada utilizing a third party technology and using plastic and tire waste as feedstock. On May 8, 2012, the name was changed to Immunovative Canada, Inc.
 
On May 17, 2011, Novo entered into an exclusive memorandum of understanding with Immunovative Clinical Research, Inc. (“ICRI”), a Nevada corporation and wholly-owned subsidiary of Immunovative Therapies, Ltd. (“ITL”), an Israeli corporation pursuant to which the Company and ICRI intended to pursue a merger resulting in Novo owning ICRI.
 
In April 2012, the Board of Directors approved the change of name to “Immunovative, Inc.” As described in a report filed with the United States (“U.S.”) Securities and Exchange Commission on April 30, 2012, a majority of shareholders executed a written consent in lieu of an Annual Meeting (the “Written Consent”) effecting the change of the name of our business from “Novo Energies Corporation” to “Immunovative, Inc.” on April 2, 2012 to better reflect what we then intended to be our future operations. We filed an amendment to our Articles of Incorporation on April 30, 2012 with the Florida Secretary of State to affect this name change after receiving the requisite corporate approval.
 
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach.
 
 
17

 
 
On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated.
 
On March 13, 2013, the Board of Directors approved the change of name to “Tauriga Sciences, Inc.” from “Immunovative, Inc.” We filed an amendment to our Articles of Incorporation on March 13, 2013 with the Florida Secretary of State to affect this name change after receiving the requisite corporate approval. The Company’s symbol change to “TAUG” was approved by FINRA effective April 9, 2013.
 
In March 2013, the Company signed a Memorandum of Understanding (“Marvanal MOU”) with Marvanal, Inc. (“Marvanal”), a company who is an approved vendor with the State of Connecticut public school food lunch program (“CT Food Program”). Marvanal’s lactose-free dairy products are authorized for the 2012-2013 CT Food Program and is currently developing a comprehensive line of dairy products utilizing a specific food-protein concentration-based technology. The Marvanal MOU was for the Company to acquire the exclusive marketing rights within the State of New York for Marvanal’s lactose-free, dairy product line. The Company is not pursuing the Marvanal MOU.
 
In May 2013, the Company signed a Memorandum of Understanding (“Constellation MOU”) with Constellation Diagnostics, Inc. (“Constellation”). Constellation is a developer of camera-based technology with the goal of preventing skin cancer through early detection. Under the terms of the Constellation MOU, the Company and Constellation will establish a joint venture partnership to develop and commercialize a novel, imaging-based diagnostic technology for use in predictive and preventative oncology. Constellation has already begun product development in collaboration with professors at the Massachusetts Institute of Technology (“MIT”) and Harvard University. The Company made an initial investment in Constellation of $100,000 for a 2% equity stake. The Constellation MOU provides the potential of the Company earning an equity stake in Constellation of up to 35% with up to $1,000,000 in investments.
 
On May 31, 2013, the Company signed a Licensing Agreement with Green Hygienics, Inc. (“GHI”) to enable the Company on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products.
 
The Company has signed Memorandum of Understandings (“MOU”) and/or Letter of Intents (“LOI”) with various groups and/or companies and is currently negotiating for completion of the respective agreements to include one or more operations into the Company. These MOUs and/or LOIs have all been released as public information through a Form 8-K and/or a press release. There are no guarantees that the outstanding MOUs and/or LOIs will be finalized.
 
The following Management Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-K.
 
RESULTS OF OPERATIONS
 
Three months ended September 30, 2013 compared to the three months ended September 30, 2012
 
Revenue. The Company is currently developing its business, and as a result has no products or services to offer and no revenues.
 
Selling, General and Administrative Expenses. For the three months ended September 30, 2013, selling, general and administrative expenses were $1,255,029 compared to $2,152,133 for the same period in 2012.
 
Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership. For the three months ended September 30, 2013, the impairment expense was $0 compared to $1,585,999 for the same period in 2012. The Company, under the license agreement with Immunovative Therapies, Ltd., advanced funding to facilitate research and development. The Company impaired the advances as the value was undeterminable at the time.
 
Net Loss. We generated net losses of $1,438,927 for the three months ended September 30, 2013 compared to $3,742,520 for the same period in 2012, a decrease of 63.5%.
 
Six months ended September 30, 2013 compared to the six months ended September 30, 2012
 
Revenue. The Company is currently developing its business, and as a result has no products or services to offer and no revenues.
 
Selling, General and Administrative Expenses. For the six months ended September 30, 2013, selling, general and administrative expenses were $3,298,742 compared to $2,775,734 for the same period in 2012. The expense for 2013 is primarily composed of a stock-based compensation ($2,420,052), accounting fees ($78,843), legal fees ($98,518), and consulting fees ($232,568), .
 
 
18

 
 
Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership. For the six months ended September 30, 2013, the impairment expense was $0 compared to $1,829,049 for the same period in 2012. The Company, under the license agreement with Immunovative Therapies, Ltd., advanced funding to facilitate research and development. The Company impaired the advances as the value was undeterminable at the time.
 
Net Loss. We generated net losses of $3,890,040 for the six months ended September 30, 2013 compared to $4,614,953 for the same period in 2012, a decrease of 17.3%.
 
Liquidity and Capital Resources
 
We continue to fund our operations through private placement offerings and other financings.
 
During the six months ending September 30, 2013, the Company sold 4,569,848 shares of common stock for a total of $143,750.
 
At September 30, 2013, we had cash and cash equivalents of $201,599 compared to $143,034 at March 31, 2013.
 
Cash Flows

Net cash used in operating activities amounted to $14,441,374 for the period from December 12, 2011 (inception of Development Stage) to September 30, 2013. Net cash used in operating activities for the six months ended September 30, 2013 and 2012 was $1,060,631 and $3,278,949, respectively.
 
During the six months ended September 30, 2013, we used $147,579 in investing activities, primarily the acquisition of the license agreement.
 
During the six months ended September 30, 2012, we used $307,894 in investing activities primarily related to the purchase of marketable securities.
 
During the period from inception December 12, 2011 (inception of the Development Stage) to September 30, 2013, we generated $7,402,127 net of $643,956 in cash paid for commission and issued 5,325,000 shares of the common stock for commission paid with stock.
 
During the six months ended September 30, 2013, we generated cash from financing activates of $141,350 primarily from the sale of common stock. During the six months ended September 30, 2012, we generated cash from financing activities of $4,121,047 primarily from the sale of common stock.
 
We do not believe that our cash on hand at September 30, 2013 will be sufficient to fund our license agreement requirements if all the conditions of the license agreement required of the licensor are met. We will continue to seek additional equity financing. However, there is no assurance that we will be successful in our equity private placements.
 
Going Concern Qualifications
 
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no revenue and net losses of $3,890,040 for the period ended September 30, 2013 compared to sales of $0 and net loss of $4,614,953 for the six months ended September 30, 2012. As discussed in Note 1 to the financial statements, since inception of the Development Stage (December 12, 2011) the Company had losses of $19,631,715 and there are existing uncertain conditions which the Company faces relative to its obtaining financing and capital in the equity markets. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company had working capital deficit, stockholders’ deficit, and accumulated deficit during the development stage of $1,551,121, $939,220 and $19,557,068, respectively, at September 30, 2013, and used cash in operations of $1,060,631 in the six months ended September 30, 2013. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.
 
 
19

 
 
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 interim 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.
The Company does not have an Audit Committee;
2.
Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.
Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.
Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
 
To remediate our internal control weaknesses, management intends to implement the following measures:

 
The Company will add sufficient number of independent directors to the board and will form an Audit Committee with a qualified person to chair the committee.

 
The Company has hired a part-time chief financial officer and will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

 
The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

 
Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

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

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 September 30, 2013, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
 
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach.
 
The Company, as of the date of this report, has funded ITL approximately $3.7 million under the Licensing Agreement and other related costs in connection with raising the capital and fulfillment of the Licensing Agreement by the Company.
 
On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated.
 
ITEM 1A. RISK FACTORS.
 
Not applicable.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
On February 8, 2012, the Company issued 14,131,500 shares of its common stock to various investors at $0.10 per share. The shares mentioned above were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, including Rule 506 of Regulation D and Regulation S promulgated under the Securities Act of 1933, as amended. These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor, each investor had access to information about our Company and their investment, each investor took the securities for investment and not resale, there was no general solicitation or advertising in connection with the placement and we took appropriate measures to restrict the transfer of the securities.
 
On February 15 and 28, 2012, the Company entered into consulting agreements with Bridgeview Capital. In consideration for these services, the Company issued 3,000,000 shares of its common stock vesting immediately.
 
On February 15, 2012, the Company entered into a consulting agreement with an individual to assist the Chief Executive Officer with day to day operating activities. In consideration for these services, the Company issued 250,000 shares vesting immediately.
 
On February 28, 2012, the Company entered into a consulting agreement with an individual to provide capital introduction and other services as mutually agreed upon with the Company. In consideration for these services, the Company issued 1,195,000 shares of its common stock vesting immediately.
 
On February 28, 2012, the Company entered into a consulting agreement with Rubicon Capital Advisors, LLC to assist the Company in developing marketing and investor relations strategies and other services as mutually agreed to by the Company and consultant. In consideration for these services, the Company issued 2,500,000 shares of its common stock.

On February 28, 2012, the Company entered into a consulting agreement with Sirton International, Inc. to assist the Company in developing a marketing and investor relations, assist the Company in developing an acquisition strategy and structure with the European market and other services as mutually agreed to by the Company and consultant. In consideration for these services, the Company issued 5,400,000 shares of its common stock.
 
 
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In connection with settlement agreements dated February 21 and 23, 2012, the Company issued 1,100,000 shares of its common stock to Satellite Advisors Group, LLC and Dr. Stella Sung.
 
On February 15, 2012, the Company entered into a consulting with an individual to act in the capacity of office manager. The agreement provides for the issuance of 25,000 shares per month. During the nine months ended December 31, 2012, the consultant was issued 125,000 shares.
 
On February 25, 2012, the Company entered into an agreement with Momentum Public Relations, Inc. for strategic business development activities. In connection with the agreement, the consultant is to receive 600,000 shares of the common stock.
 
On March 1, 2012, the Company entered into a consulting agreement with an individual to render strategic advisory services. The agreement calls for the issuance of 25,000 shares of common stock on a monthly basis. During the nine months ended December 31, 2012, 175,000 shares were issued.
 
On March 15, 2012, the Company entered into a consulting contract with an individual to assist the Company with web design and branding, develop online marketing strategies and other services agreed to between the Company and the consultant. The agreement is for a period of 24 months. The consultant will receive 25,000 shares of the Company’s common stock monthly. During the nine months ended December 31, 2012, the consultant received 75,000 shares.
 
On April 1, 2012, the Company entered into a consulting agreement with an individual to be an advisory board member. The agreement is for a period of one year. The individual will receive 25,000 shares of the Company’s common stock on a monthly basis. During the quarter ended December 31, 2012, the individual received 75,000 shares of common stock.
 
On April 26, 2012, the Company entered into a consulting agreement to provide investor relation services. The contract is for a period of 12 months and the consultant received 805,000 shares of the Company’s common stock.
 
On May 10, 2012, the Company entered into a consulting agreement with an individual to render strategic marketing services assisting the Company with search engine online marketing strategies and developing such strategies and other services mutually agreed to by the Company and the consultant. The contract is for a period of twelve months. As part of the consultant’s compensation, he will receive monthly 15,000 shares of the Company’s common stock. During the quarter ended December 31, 2012, the consultant received 15,000 shares.
 
On May 15, 2012, the chief executive officer’s contract was amended to award him an additional 2,500,000 shares.
 
On May 15, 2012, the Company entered into an agreement with a consultant to render strategic advisory services to include securing a well-qualified management team, developing acquisition strategy and other services mutually agreed to by the Company and consultant. The term of the contract is for 36 months. In connection with the contract, the consultant was awarded 2,500,000 shares of the Company’s common stock.
 
On May 21, 2012, the Company under the provisions of a note payable to Caete Invest & Trade, S.A., converted the note payable of $179,572 and accrued interest of $46,247, or an aggregate of $225,819, into 2,720,000 shares of the Company’s common stock.
 
On June 4, 2012, the Company purchased its Internet domain name and issued 200,000 shares of the Company’s common stock.
 
On June 26, 2012, the Company entered into a consulting agreement with XS Invest, LLC and issued 100,000 shares of its common stock.
 
Subsequent to the three months ended December 31, 2012, the Company, through various private placements, sold approximately 13,263,000 shares of its common stock.
 
On July 1, 2012, the Company entered into a consulting agreement with an individual to render strategic advisory services. The agreement is for one year and requires the issuance of 500,000 shares of the Company’s common stock.

On July 1, 2012, the Company entered into a consulting agreement with an individual to provide strategic advisory services to assist the Company in developing corporate structures, the development of potential strategic and business partners in Europe and other services mutually agreed to by the Company. In consideration for the services to be rendered, the Company issued 500,000 shares of its common stock which vest immediately.
 
 
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On July 15, 2012, the Company entered into a monthly consulting contract with an entity to render strategic advisory services specifically to provide strategic business partners in Europe, develop corporate structures and other services mutually agreed to by the Company. As consideration for the services to be performed, the Company issued 150,000 shares of its common stock.
 
On July 23, 2012, the Company entered into a consulting agreement with Wall Street Relations, Inc. to provide strategic advisory services with the implementation of branding concepts, marketing, and strategic introductions to institutional investors and accredited individual investors and introductions to prospective advisory board and management candidates. The agreement is for a period of six months. The consultant as consideration will receive 2,000,000 shares of the Company’s common stock.
 
On July 24, 2012, the Company appointed an individual to the Company’s advisory board for a period of one year. The advisory board member will receive 25,000 shares of common stock of the Company on a monthly basis as compensation. During the quarter ended December 31, 2012, the board member received 50,000 shares of the Company’s common stock.
 
On August 1, 2012, the Company appointed an individual to the Company’s advisory board for a two year period and issued 500,000 shares of its common stock as compensation. The shares vest immediately.
 
On August 22, 2012, the Company entered into an employment agreement with Seth M. Shaw, its chief executive officer. At the execution of the agreement, Mr. Shaw was issued 1,500,000 shares as compensation.
 
On August 23, 2012, the Company issued 500,000 shares of the common stock to the Company’s corporate secretary who is a consultant to the Company. The shares vest immediately.
 
On September 1, 2012, the Company entered into a consulting agreement with Lakeport Business Services, Inc. (“LBS”) whereas the president of LBS, Bruce Harmon (“Harmon”), would serve as chief financial officer of the Company. As a part of the contract, Harmon was issued 500,000 shares of the Company’s common stock on the execution date and an additional 50,000 shares quarterly thereafter.
 
On September 19, 2012, the Company converted $65,000 of accounts payable to common stock and issued 650,000 shares of its common stock. The shares were valued based upon the invoice amounts.
 
On September 1, 2012, the Company entered into a consulting agreement with an individual to provide strategic advisory services to the Company primarily to introduce strategic and business development partners, assist in developing corporate structures, and other services mutually agreed to by the Company. The agreement is for a period of 12 months and the Company issued 200,000 shares of its common stock as consideration and vest immediately.
 
On August 22, 2012, the chief executive officer, under the terms of his employment agreement, was issued a signing bonus of 1,500,000 shares of the Company’s common stock.
 
On October 1, 2012, the Company entered into a consulting agreement to assist the Company with investor introductions and develop strategic partners. The agreement is for 24 months. In connection with the agreement, the Company issued 750,000 shares of its common stock.
 
Under the terms of the chief executive officer’s employment contract, he is to receive 60,000 shares of the Company’s common stock monthly as salary. During the three months ended December 31, 2012, he received 180,000 shares.
 
The chief executive officer was awarded 2,500,000 shares of the Company’s common stock for achieving the private placement goal of $7,500,000 in accordance with his former consulting agreement and current employment contract.
 
The former chief executive officer was awarded 2,500,000 shares of the Company’s common stock for achieving the private placement goal of $7,500,000 in accordance with his employment contract and his severance agreement.

On October 1, 2012, the Company entered into a three year agreement with an individual to serve as an Advisory Board member assisting the Company to identify and retain investment banking firms. In connection with the agreement, the Company issued 2,250,000 shares of its common stock.
 
On October 1, 2012, the Company entered into a two year agreement with an individual to serve as an Advisory Board member assisting the Company to identify and retain investment banking firms. In connection with the agreement, the Company issued 1,375,000 shares of its common stock.
 
On October 23, 2012, the Company entered into a consulting agreement with an individual to provide strategic marketing concepts to the Company over a two year period. In connection with the agreement, the Company issued 600,000 shares of its common stock.
 
 
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On October 24, 2012, the Company converted $10,000 of local accounting fees to stock and issued 100,000 shares of its common stock.
 
On October 29, 2012, the Company entered into a two year consulting agreement with an investor relations firm. In consideration for the agreement, the Company issued 400,000 shares of its common stock. The 400,000 shares were considered a signing bonus. Additionally, each quarter, the Company is to issue 50,000 shares as normal compensation.
 
On October 31, 2012, the Company’s attorney was awarded 150,000 shares of the Company’s common stock for legal services.
 
On November 6, 2012, the Company entered into a consulting agreement with an individual for radio and television commercials related to the Company. In addition for paying for the services, the Company issued 300,000 shares of its common stock. The contract is for 3 months.
 
On November 7, 2012, the Company entered into a consulting agreement with an individual to perform services related to corporate business development. The agreement is for a period of three years. In connection with the agreement, the Company issued 1,850,000 shares of its common stock.
 
On November 9, 2012, the Company entered into a consulting agreement with an individual to promote business consulting services. In connection with the agreement, the Company issued 400,000 shares of its common stock. The agreement is for 8 months.
 
On November 21, 2012, the Company entered into a two year consulting contract with an entity to serve as advisor to the management team. In connection with the agreement, the company issued 2,175,000 shares of its common stock.
 
On December 18, 2012, the Company entered into three consulting agreements with an individual to assist the Company with investor introductions and potential strategic and business development partners. The agreements are for 12 months. In connection with the agreements, the Company issued 367,000 shares of its common stock.
 
During the six months ended September 30, 2013, the Company issued to its chief financial officer 100,000 shares of its common stock at $0.07 per share for services rendered in accordance with his consulting contract.
 
During the six months ended September 30, 2013, the Company issued 1,986,667 shares of its common stock in exchange for $119,200.
 
During the six months ended September 30, 2013, the Company issued to its chief executive officer a total of 5,180,000 shares of its common stock at prices ranging from $0.07 to $0.08 per share for services in lieu of cash compensation.
 
During the six months ended September 30, 2013, the Company issued to its chief operating officer a total of 3,750,000 shares of its common stock at prices ranging from $0.07 to $0.08 per share for services in lieu of cash compensation.
 
During the six months ended September 30, 2013, the Company issued collectively 9,900,000 at prices ranging from $0.04 to $0.09 per share for the conversion of a $175,000 convertible note.
 
During the six months ended September 30, 2013, the Company issued to various consultants collectively 12,096,224 shares of its common stock at prices ranging from $0.04 to $0.09 per share.

Subsequent to September 30, 2013, the Company issued 4,347,826 shares of its common stock to Green Hygienics, Inc. (“GHI”) as part of the licensing agreement with GHI.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None
 
ITEM 4.  MINE SAFETY DISCLOSURES.
 
None
 
ITEM 5.  OTHER INFORMATION.
 
None
 
 
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ITEM 6. EXHIBITS.
 
 
Certification of Chief Executive Officer and Interim Chief Financial Officer
     
 
Certification of Chief Executive Officer and Interim Chief Financial Officer
 
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
 
 
25

 
 
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.
(formerly Immunovative, Inc.)
(Registrant)
 
       
Date: November 19, 2013
By:
/s/ Seth Shaw
 
   
Seth Shaw
 
   
Chief Executive Officer and
Interim Chief Financial Officer
 
 
 
 
 
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