UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No.1)

 

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

 

For the fiscal year ended March 31, 2021

 

OR

 

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

 

For the transition period from April 1, 2020 to March 31, 2021

 

Commission File Number: 000-53723

 

 

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Florida		30-0791746
(State or other jurisdiction of		(IRS Employee
incorporation or organization)		Identification No.)

 

4 Nancy Court Suite #4
Wappingers Falls, NY		12590
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (917) 796-9926

 

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

None

 

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

Common Stock, $0.00001 Par Value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] Yes [X] No

 

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

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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

 

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

 

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

 

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

 

On September 30, 2020, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $5,660,617 based upon the closing price on that date of the Common Stock of the registrant on the OTC Bulletin Board system of $0.0324. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

 

As of as of August 13, 2021, the registrant had 287,871,214 shares of its Common Stock, $0.00001 par value (the “Common Stock”), outstanding.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TAUG		OTCQB

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Tauriga Sciences, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended March 31, 2021 (the “Original Report”), originally filed with the Securities and Exchange Commission on June 29, 2021 (the “Original Filing Date”). This Amendment is being filed solely for the purpose of indicating on Scrivener’s Error in the published financial statements. In this amendment the Company is represent the Consolidated Balance Sheet and the Consolidated Statement of Cash Flows for the year ended March 31, 2021 and 2020. The Consolidated Statement of Operations and the Consolidated Statement of Stockholders’ Equity (Deficit) remain unchanged from the Original Report.

 

The numbers affected in this amendment relate to Inventory, Prepaid Inventory and Prepaid Expenses. The amount on the Original Report correctly listed Current Assets as $2,396,567. This total for Current assets is correct and remains unchanged. The amount listed for Inventory was transcribed incorrectly from our records and was not noticed prior to the publication of this report. The sum of the Current assets was different than the total presented. The total of inventory on hand of $201,372 instead of the previously reported $647,013. This change reflected in the below presented financial statements had no effect on the Cash Used in Operating Activities, Current Assets or Total Assets.

 

As a result of the Scrivener’s Error, there were also changes necessary in the presentation of the Consolidated Cash Flow Statement. The Original Report indicated an increase in Prepaid Assets in the amount of $1,348 which was represented as a decrease of $20,544. The Original Report indicated an increase in Inventory (including deposits on inventory not received) of $518,302 which was represented as an increase of $495,861. Additionally, the Original Report indicated an increase in Accounts Payable of $296,892 which was represented to an increase of $314,892. As a result of these figures not summing correctly, the Cash used in Operating Activities was not impacted.

 

The last effect of the Scrivener’s Error was the duplication of the repayment of a loan from an officer. The Original Report indicated Cash Used by Investing Activities in the amount of $50,159. This amount was already as Cash Used in Financing Activities. This report represents Cash Used in Financing Activities as $369,854 compared to the Original Report stating $420,013.

 

Other than as expressly set forth above, no other changes have been made to the Original Report. This Amendment speaks as of the Original Filing Date of the Original Report, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and the Company’s other filings with the Securities and Exchange Commission.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

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

 

 

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(IN US$)

 

		March 31, 2021				March 31, 2020
ASSETS
Current assets:
Cash		$	49,826			$	5,348
Accounts receivable, net allowance for doubtful accounts			32,227				42,580
Investment - trading securities			1,246,050				101,200
Investment - other			312,481				178,100
Inventory asset			201,372				128,711
Prepaid inventory			423,200				-
Prepaid expenses and other current assets			131,411				151,955
Total current assets			2,396,567				607,894
Lease right of use asset			64,301				22,090
Assets held for resale			11,084				-
Property and equipment, net			12,063				13,478
Leasehold improvements, net of amortization			4,688				-
Total assets		$	2,488,703			$	643,462
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Notes payable, net of discounts		$	504,819			$	585,134
Accounts payable			390,947				76,055
Accrued interest			14,722				39,384
Accrued expenses			68,442				46,719
Loan Payable to office			-				50,159
Liability for common stock to be issued			174,000				131,000
Lease liability - current portion			14,426				13,891
Deferred revenue			-				384
Total current liabilities			1,167,356				942,726
Lease liability - net of current portion			50,100				8,933
Total liabilities			1,217,456				951,659
Stockholders’ equity (deficit):
Common stock, par value $0.00001; 400,000,000 shares authorized, 275,858,714 and 107,039,107 outstanding at March 31, 2021 and 2020, respectively			2,760				1,070
Additional paid-in capital			63,417,565				58,213,365
Accumulated deficit			(62,149,078	)			(58,522,632	)
Accumulated other comprehensive income			-				-
Total stockholders’ equity (deficit)			1,271,247				(308,197	)
Total liabilities and stockholders’ equity (deficit)		$	2,488,703			$	643,462

 

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

 

 

TAURIGA SCIENCES, INC. AND SUBSDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US$)

 

		For the Years Ended
		March 31,
		2021				2020
Cash flows from operating activities
Net loss attributable to controlling interest		$	(3,626,446	)		$	(3,033,290	)
Adjustments to reconcile net loss to cash used in operating activities:
Bad debt expense			29,404				64,146
Amortization of original issue discount			100,543				67,044
Non-cash lease operating lease expense			327				331
Depreciation and amortization			1,737				914
Loss on disposal of fixed assets			-				1,230
Non-cash interest			253,869				75,960
Loss (gain) on extinguishment of debt			-				(113,468	)
Gain on lease termination			(836	)			-
Amortization of debt discount			645,832				687,486
Common stock issued and issuable for services (including stock-based compensation)			1,019,814				569,636
Gain on disposal of discontinued operation			244,706				(4,941	)
Legal fees deducted from proceeds of notes payable			17,700				24,900
(Gain) loss on the sale of trading securities			(146,577	)			(10,000	)
Unrealized loss (gain) on trading securities			(1,023,600	)			219,200
(Increase) decrease in assets
Prepaid expenses			20,544				(24,435	)
Inventory (including deposits on inventory not received)			(495,861	)			(117,839	)
Proceeds (purchase) of trading securities, net			-				40,000
Accounts receivable			(19,051	)			(106,726	)
Increase (decrease) in liabilities
Accounts payable			314,892				41,352
Deferred revenue			(384	)			384
Accrued expenses			21,722				46,720
Accrued interest			87,087				60,834
Cash used in operating activities			(2,554,578	)			(1,510,562	)
Cash flows from investing activities
Investment in VTGN warrants			-				(37,500	)
Exercise of unregistered warrants for common stock			(240,000	)			-
Sales proceeds from trading securities			302,827				-
Investment - other			(416,587	)			(68,100	)
Purchase of property and equipment			(16,094	)			(2,612	)
Cash used in investing activities			(369,854	)			(108,212	)
Cash flows from financing activities
Loan from Officer			(50,159	)			50,159
Repayment of principal on notes payable to individuals and companies			(221,457	)			(27,500	)
Proceeds from the sale of common stock (including to be issued)			1,665,211				244,420
Proceeds from notes payable to individuals and companies			482,000				971,100
Proceeds from sale of registered shares - Tangiers Investment Agreement			400,515				-
Proceeds from convertible notes			692,800				-
Cash provided by financing activities			2,968,910				1,238,179
Net decrease in cash			44,478				(380,595	)
Cash, beginning of year			5,348				385,943
Cash, end of year		$	49,826			$	5,348
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid		$	78,542			$	43,819
Taxes Paid		$	-			$	-
NON-CASH ITEMS
Recognition of lease liability and right of use asset at inception		$	67,938			$	12,066
Recognition of lease liability and right of use asset lease modification		$	-				23,177
Conversion of notes payable and accrued interest for common stock		$	1,700,675			$	496,262
Original issue discount on notes payable and debentures		$	68,333			$	10,000
Recognition of debt discount		$	208,806			$	794,272

 

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

 

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

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

 

Exhibit Number		Description
31.1		Certification of Chief Executive Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2		Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

/s/ Seth M. Shaw		August 16, 2021
Seth M. Shaw, Principal Executive Officer		Date
/s/ Kevin P. Lacey		August 16, 2021
Kevin P. Lacey, Principal Accounting Officer		Date

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Seth M. Shaw		August 16, 2021
Seth M. Shaw, Director		Date
/s/ Dr. David L. Wolitzky		August 16, 2021
Dr. David L. Wolitzky, Director		Date
/s/ Thomas J. Graham		August 16, 2021
Thomas J. Graham, Director		Date
/s/ Chris Sferruzzo		August 16, 2021
Chris Sferruzzo, Director		Date
/s/ James V. Rosati		August 16, 2021
James V. Rosati, Director		Date