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Tauriga Sciences, Inc. To Showcase TopiCanna Cream And Other Natural Wellness Products At The 2015 Southern California Cannabis Cup

LOS ANGELES, Jan. 28, 2015 /PRNewswire/ — Tauriga Sciences, Inc. (TAUG) or (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today announced that the Company has entered its branded TopiCanna product into the Southern California Cannabis Cup to be held in San Bernardino, California on February 7-8, 2015 (http://www.cannabiscup.com/southern-california).  TopiCanna will compete for an award in the Southern California Cannabis Cup, in the new Medically Infused Non­Edible category. This category is reserved for products like lotions, balms, patches and suppositories. Any cannabis infused product that is not eaten or smoked can be entered in this category.

Tauriga will also have a booth at the event and will feature the Company’s new line of supplements in addition to its TopiCanna Cream.  TopiCanna contains cannabidiol (CBD) oil from non-GMO industrial hemp that is grown without pesticides, herbicides, or chemical fertilizers.  The oil has been lab tested for quality and is natural, safe and legal in the United States.  Many who have used topical cannabis creams have reported decreased musculoskeletal pain.  TopiCanna is designed to provide potential natural wellness and healing properties without narcotic effects.  The Company’s non-cannabis containing natural supplements include IndiCalm, natural calming formula without inducing cognitive impairment; ClearNaze, a natural decongestant without stimulant or drowsiness effects; Satietiva, an amino acid-based appetite suppressant; and MendWCan, a highly pure, potent and palatable Omega 3 supplement.  Information on Tauriga’s natural wellness line may be found on the Company’s e-commerce site, www.taurigastore.com.

Tauriga’s Chairman & CEO Dr. Stella Sung stated, “The Cannabis Cup is described as ‘an event celebrating the incredibly diverse and emerging medical marijuana movement.’  As such, it is an ideal opportunity to introduce our product line to new potential customers.  We have been extremely pleased with the product feedback and testimonials we have already received, because it suggests we are using quality natural ingredients, such as CBD oil, amino acids, and botanicals to support well-being without narcotic effects.  Our goal is to bring these benefits to as many people as possible.”

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (OTCQB:  TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

NON SOLICITATION:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.

DISCLAIMER:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

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Tauriga Sciences Inc. Appoints Hingge Hsu, M.D., M.B.A. to its Board of Directors

LOS ANGELES, Jan. 20, 2014 /PRNewswire/ — Tauriga Sciences, Inc. (TAUG) or (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, announced the appointment of Hingge Hsu, M.D., M.B.A. to its Board of Directors. Dr. Hingge Hsu was recently a Partner at Fidelity Biosciences and was on the core healthcare investment team for Fidelity Growth Partners Asia. He was previously a Managing Director at Lehman Brothers in their Private Equity Group, responsible for their principal investment activities in the private and public sectors of the healthcare industry. Dr. Hsu has structured and led numerous transactions in the life science sector, and he has been instrumental in building and growing his portfolio companies. In addition, Dr. Hsu has held operating positions at Chiron Corporation and Gensia, Inc. in the areas of business development and strategic planning. Dr. Hsu strengthens the Tauriga Board of Directors with his venture capital and investment banking experience, technical and industry knowledge, and an extensive network in both the U.S. and Asia.  Moreover, he has personally invested in Tauriga Sciences based on his confidence in their strategic plan.

Tauriga’s Chairman and CEO Dr. Stella M. Sung stated, “I am pleased to have Dr. Hingge Hsu join our Board of Directors at this pivotal time, as we begin to generate revenues from our newly launched natural wellness business and grow our company on a global level. Tauriga has recently expanded its investor base to Asia, and we have developed relationships with iFlow, Dragoon Capital and other Asian companies. Dr. Hsu’s transactional and business development expertise and his understanding of Asian markets will be invaluable to Tauriga. His proven ability to commercialize new technologies and create new market opportunities are applicable to both of Tauriga’s key businesses: Pilus Energy’s synthetic biology approach to ‘wastewater to value’ and Tauriga’s natural wellness product line consisting of dietary supplements and of creams and soft gels using CBD oil extracted from industrial hemp.”

Dr. Hingge Hsu commented, “I look forward to using my strategic and transactional experience to help Tauriga grow its business opportunities and geographical reach. I have evaluated the new Tauriga supplements now available on www.taurigastore.com, and I personally believe they address important health needs and can promote wellness and improve overall quality of life. I have enjoyed working with Dr. Sung in the past and look forward to assisting her and the entire Tauriga management team and Board of Directors in building a valuable company based on strong fundamentals.”

Prior to his positions at Fidelity and Lehman, Dr. Hsu was a Partner at Schroder Ventures Life Sciences from 1998 to 2001 and directed their US investment activities in the life sciences and therapeutics sectors. He received an MD degree from Yale University School of Medicine and was trained in internal medicine at Brigham and Women’s Hospital and Harvard Medical School. Dr. Hsu also received an MBA degree from Harvard Business School. Dr. Hsu previously has served on a number of Board of Directors, including most recently that of NextWave Pharmaceuticals and Fluidnet (now known as Ivenix).

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

NON SOLICITATION:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.

DISCLAIMER:
Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tauriga-sciences-inc-appoints-hingge-hsu-md-mba-to-its-board-of-directors-300022700.html

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Tauriga Sciences Inc. Announces the Launch of Its taurigastore.com eCommerce Website

LOS ANGELES, Jan. 8, 2015 /PRNewswire/ — Tauriga Sciences, Inc. (TAUG) (“Tauriga” or the “Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today launched itshttp://www.taurigastore.com eCommerce website. This launch allows consumers to shop online with the Company for its non-cannabis containing line of natural wellness dietary supplements. These natural supplements include IndiCalm, natural calming formula without inducing cognitive impairment; ClearNaze, a natural decongestant without stimulant or drowsiness effects; Satietiva, an amino acid-based appetite suppressant (preorder until February 2); and MendΩCan, a highly pure, potent and palatable Omega 3 supplement.

Tauriga’s Chairman & CEO Dr. Stella Sung stated, “We’re thrilled to launch ourhttp://www.taurigastore.com eCommerce web site.  It is a major milestone for our Company because it will enable us to start building our revenue stream with products we proudly believe will be a welcome solution for enhancing healing and lifestyle. Entering the online channel provides us with an additional opportunity for growth as well as an important opportunity to develop a closer relationship with our consumers by better understanding their product preferences and by having another avenue for communication. We believe these valuable insights will help us improve our consumers’ experiences with all of our products and will be useful input for our new product development strategy.”

In addition to Tauriga’s non-cannabis containing line of natural wellness dietary supplements, Tauriga recently launched its proprietary topical medicinal cannabis cream branded as TopiCanna. Many who have used topical cannabis creams have reported decreased musculoskeletal pain.  TopiCanna is designed to provide potential natural wellness and healing properties without narcotic effects. TopiCanna’s key ingredient is cannabidiol (CBD) oil from non-GMO industrial hemp that is grown without pesticides, herbicides, or chemical fertilizers.  The oil has been lab tested for quality and is natural, safe and legal in the United States. In addition to the CBD oil from non-GMO industrial hemp, the lotion contains ingredients for soothing dry skin, including shea butter and apricot kernel oil.  TopiCanna is not offered through the http://www.taurigastore.com eCommerce web site, but interested parties may inquire about TopiCanna at info@tauriga.com.

Tauriga’s Chief Medical Officer Lawrence A. May, M.D. commented, “I am pleased that we are offering these formulations through eCommerce. The initial anecdotal feedback from my patients has been consistently positive. Several of our products are being offered for the first time outside of physicians’ offices, and online sales will allow Tauriga to reach more people who could derive benefit from our supplements in supporting well-being and enhancing function.”

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

DISCLAIMERS:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on the Company’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which the Company has little or no control. Such forward-looking statements are made only as of the date of this release, and the Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by the Company with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Food and Drug Administration Disclaimer:  None of the statements contained in this press release regarding any of the products either offered or to be offered in the future by the Company have been evaluated by the Food and Drug Administration.  Additionally, none of the products is intended to diagnose, treat, cure, or prevent any disease.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tauriga-sciences-inc-announces-the-launch-of-its-taurigastorecom-ecommerce-website-300017848.html

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Tauriga Sciences Confirms that Canadian Trading Halt (Cease Trade) has been Lifted by Autorite des Marches Financiers (Quebec Based regulatory Authority)

NEW YORK, Jan. 8, 2015 /PRNewswire/ — Tauriga Sciences , Inc (“Tauriga”) (TAUG)  announces that the Autorite des Marches Financiers (“AMF” or “Authority”), the market regulatory authority in the province of Quebec, Canada has lifted its cease trade order relating to Tauriga’s securities effective June 23, 2014. Tauriga’s common shares were placed on a “cease trade” or “trading halt” in Canada by the Authority for failure to file its financial statements and management’s discussion and analysis for the interim fiscal periods ended June 30, 2013, September 30, 2013 and December 31, 2013 and its annual financial statements, management’s discussion and analysis and annual information form for the fiscal year ended March 31, 2013 in Canada (collectively, the “Financial Documents”). Although the Financial Documents were filed by Tauriga with the Securities and Exchange Commission as required, the Financial Documents were not filed on SEDAR.  The Financial Documents were filed by Tauriga on SEDAR on July 18, 2014 and are available at www.sedar.com.

About Tauriga Sciences, Inc.:
Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

NON SOLICITATION:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration. In addition the above mentioned investment banking agreement with Dragoon Capital is contractually on a best efforts basis.

DISCLAIMER

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tauriga-sciences-confirms-that-canadian-trading-halt-cease-trade-has-been-lifted-by-autorite-des-marches-financiers-quebec-based-regulatory-authority-300017845.html

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Tauriga Sciences Inc. Receives Additional $150,000 USD Private Placement Tranche from Tokyo Based Dragoon Capital, Inc.

SAN FRANCISCO, Dec. 24, 2014 /PRNewswire/ — Tauriga Sciences, Inc. (OTCQB: TAUG) (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today announced that Tokyo, Japan based Dragoon Capital, Inc. (“Dragoon”) has invested an additional $150,000 USD of private placement capital into Tauriga.  This additional $150,000 USD tranche was invested at a price of $0.0125 per share (Restricted) and there were no warrants offered in conjunction with this financing.  To this date, Dragoon has now invested a total of $500,000 USD of private placement capital into Tauriga.  The Company plans to use this additional capital to increase production of its TopiCanna brand of topical medicinal cannabis cream and establish a marketing campaign.  The Company continues to work diligently toward the completion of the definitive distribution agreement with Japanese distributor iFLOW, Inc. (“iFLOW”).  In anticipation of such agreement, the Company has been developing a TopiCanna product specific for the Japanese marketplace that incorporates CBD (Cannabidiol) from the stem of the plant (to comply with the laws and regulations of Japan).

Dragoon Capital Inc. CEO Shuichi Uda stated, “Our investment banking firm continues to believe strongly in the both the vision and business prospects of Tauriga Sciences, Inc.  We are also excited at the prospects of Tauriga launching its TopiCanna product line in Japan and Asia, where we believe that the consumer demand has the potential to be substantial.  Dragoon takes a long term approach at investing in companies and therefore is not concerned about the recent trading volatility in shares of Tauriga. Conversely, we are pleased with the improving fundamentals of the Company and plan to continue to support the Company financially, so that it may grow into a successful international business.”

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

About Dragoon Capital, Inc.

Dragoon Capital Inc. is an independent investment banking firm that provides advice to institutional investors and middle-market and emerging growth companies in Japan and worldwide. Together, the firm’s management professionals have more than 80 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; and restructurings. The firm provides objective, unbiased, results-focused services that clients need to achieve their goals. For more information, please visit: http://www.dragoon.co.jp/en/index.html

NON SOLICITATION:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration. In addition the above mentioned investment banking agreement with Dragoon Capital is contractually on a best efforts basis.

DISCLAIMER

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

FDA DISCLAIMER

Food and Drug Administration Disclaimer: None of the statements contained in this press release regarding any of the products either offered or to be offered in the future by the Company have been evaluated by the Food and Drug Administration. Additionally, none of the products is intended to diagnose, treat, cure, or prevent any disease.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tauriga-sciences-inc-receives-additional-150000-usd-private-placement-tranche-from-tokyo-based-dragoon-capital-inc-300013887.html

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Form 10-Q/A for TAURIGA SCIENCES, INC.

19-Dec-2014

Quarterly Report

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.

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.

On October 29, 2013, the Company entered into a strategic alliance agreement with Bacterial Robotics, LLC (Bacterial Robotics), hereinafter referred to as the “Parties”. Bacterial Robotics owns certain patents and/or other intellectual property related to the development of genetically modified micro-organisms (GMOs) and GMOs tailored to perform one of more specific functions, one such GMO being adopted to clean polluting molecules from wastewater, such GMO being referred to herein as the existing BoctoBot Technology (the BR Technology). Bacterial Robotics is developing a whitepaper to deliver to the Company for acceptance. Upon acceptance by the Company, the Parties will form a strategic relationship through the formation of a joint venture in which the Company will be the majority and controlling owner which will use the NuclearBot Technology to further the growth of the nuclear wastewater treatment market. The intent is for Bacterial Robotics to issue a 10 year license agreement.

On November 25, 2013, the Company executed a definitive agreement to acquire Pilus, a developer of alternative cleantech energy platforms using proprietary microbial solutions that creates electricity while consuming polluting molecules from wastewater (The wastewater is a $10 billion industry). Pilus is converging digester, fermenter, scrubber, and other proven technologies into a scalable Electrogenic Bioreactor (“EBR”) platform. This transformative technology is the basis of the Pilus Cell�. The EBR harnesses genetically enhanced bacteria, also known as bacterial robots, or BactoBots�, that remediate water, harvest direct current (“DC”) electricity, and produce economically important gases. The EBR accomplishes this through bacterial metabolism, specifically cellular respiration of nearly four hundred carbon and nitrogen molecules. Pilus’ highly metabolic bacteria are non-pathogenic. Because of the mediated biofilm formation, these wastewater-to-value BactoBots resist heavy metal poisoning, swings of pH, and survive in a 4-to-45 degree Celsius temperature range. Additionally, the BactoBots are anaerobically and aerobically active, even with low BOD/COD. On January 28, 2014, the acquisition was completed. Pilus will operate as a wholly-owned subsidiary of the Company. As a condition of the acquisition, Pilus will get one seat on the board of directors, and the shareholders of Pilus will receive 100,000,000 shares of common stock of the Company, which represented a fair market value of approximately $2,000,000. In addition, the Company paid Bacterial Robotics, LLC (“BRLLC”), formerly the parent company of Pilus, $50,000 at closing. In total, the Company paid BRLLC $125,000, which is inclusive of fees contractually owed for strategic alliance, definitive agreement, and the completion of Pilus.

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-Q.

RESULTS OF OPERATIONS

Three months ended December 31, 2013 compared to the three months ended December 31, 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 December 31, 2013, selling, general and administrative expenses were $1,162,138 compared to $2,703,686 for the same period in 2012.

Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership. For the three months ended December 31, 2013, the impairment expense was $0 compared to $885,000 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.

Other income (expense) decreased $266,536 compared to $3,410 for the three months ended December 31, 2013, as result of an increase in interest expense of $104,473, offset by a gain in the change of the derivative liability.

Net Loss. We generated net losses of $924,269 for the three months ended December 31, 2013 compared to $3,592,683 for the same period in 2012, a decrease of 74.3%.

Nine months ended December 31, 2013 compared to the nine months ended December 31, 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 nine months ended December 31, 2013, selling, general and administrative expenses were $4,460,880 compared to $5,479,420 for the same period in 2012. The expense for 2013 is primarily composed of a stock-based compensation ($3,101,043), accounting fees ($103,015), legal fees ($207,748), and consulting fees ($272,568).

Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership. For the nine months ended December 31, 2013, the impairment expense was $0 compared to $2,714,049 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.

Other income (expense) decreased $245,407 compared to $5,922 for the nine months ended December 31, 2013, as result of an increase in interest expense of $291,088, a loss on conversion of debt of $321,000 offset by change in the derivative liability of $435,256.

Net Loss. We generated net losses of $4,760,293 for the nine months ended December 31, 2013 compared to $8,207,636 for the same period in 2012, a decrease of 33.2%.

Liquidity and Capital Resources

We continue to fund our operations through private placement offerings and other financings.

During the nine months ending December 31, 2013, the Company sold 4,569,248 shares of common stock for a total of $141,350.

During the nine months ending December 31, 2013, the Company issued Convertible Notes aggregating $1,515,138.

At December 31, 2013, we had cash and cash equivalents of $67,628 compared to $143,034 at March 31, 2013.

Cash Flows

Net cash used in operating activities amounted to $4,885,906 for the period from December 12, 2011 (inception of Development Stage) to December 31, 2013. Net cash used in operating activities for the nine months ended December 31, 2013 and 2012 was $1,505,163 and $2,519,916, respectively.

During the nine months ended December 31, 2013, we used $243,884 in investing activities, primarily the acquisition of the license agreement.

During the nine months ended December 31, 2012, we used $2,675,883 in investing activities primarily related to the advances to Immunovative Therapies Ltd., for future stock ownership.

During the period from inception December 12, 2011 (inception of the Development Stage) to December 31, 2013, we generated $8,548,506 net of $643,956 in cash paid for commission and issued 5,335,000 shares of the common stock for commission paid with stock.

During the nine months ended December 31, 2013, we generated cash from financing activates of $1,656,488 primarily from the sale of common stock. During the nine months ended December 31, 2012, we generated cash from financing activities of $4,644,803 primarily from the sale of common stock.

We do not believe that our cash on hand at December 31, 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 $4,760,293 for the period ended December 31, 2013 compared to sales of $0 and net loss of $8,207,636 for the nine months ended December 31, 2012. As discussed in Note 1 to the financial statements, since inception of the Development Stage (December 12, 2011) the Company had losses of $20,501,968 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 and accumulated deficit during the development stage of $1,975,918 and $20,501,968 respectively, at December 31, 2013, and used cash in operations of $1,505,163 in the nine months ended December 31, 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.

 

0 1156

Tauriga Sciences Inc. CBD (Cannabidiol) Infused TopiCanna Products Have Been Officially Launched

Los Angeles, CA / ACCESSWIRE / December 16, 2014 / Tauriga Sciences, Inc. (TAUG) (“Tauriga” or the “Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today launched its first proprietary topical medicinal cannabis cream branded as TopiCanna. TopiCanna contains cannabidiol (CBD) oil from non-GMO industrial hemp that is grown without pesticides, herbicides, or chemical fertilizers. The oil has been lab tested for quality and is natural, safe and legal in the United States and in Japan, where Tauriga has a recently announced MOU with Tokyo-based iFLOW Ltd. There are no psychoactive effects associated with the CBD oil. Tauriga previously announced on November 25, 2014 that the Company planned to launch its TopiCanna product line within the next 60 days. TopiCanna’s launch occurred well within the projected timeline. Initially the TopiCanna Products be sold directly by Tauriga Sciences, Inc. (interested parties may email inquiries to info@taurigasciences.com). The Company plans to expand TopiCanna’s sales and marketing efforts to include online sales and distribution agreements, both domestically and internationally.

Many people who have used topical cannabis creams have reported decreased musculoskeletal pain. As such, the Company’s first TopiCanna product is designed to provide potential wellness and healing properties without narcotic effects. In addition to the CBD oil from non-GMO industrial hemp, the lotion contains ingredients for soothing dry skin.

Tauriga is also currently producing its first run of CannaCaviar soft gels using high-CBD, low-THC oil that has been extracted from the stalk of the cannabis plant. CannaCaviar is included in the recently announced MOU with iFLOW Ltd. The Company anticipates launching CannaCaviar before the end of the calendar year.

In addition to the progress on Tauriga’s CBD-containing products for the US and Japan, the Company would like to provide an update on other efforts. Tauriga is pleased to announce that the Company launched its new corporate website (www.tauriga.com) last week. The new site has provides more extensive content and has links to the company’s Facebook and Twitter pages for information that does not rise to the level of a press release. Tauriga is also on target for launching its e-commerce website e-commerce website (www.taurigastore.com) later this month to sell its non-cannabis containing line of natural wellness dietary supplements. These natural supplements include IndiCalm, natural calming formula without inducing cognitive impairment; ClearNaze, a natural decongestant without stimulant or drowsiness effects; Satietiva, an amino acid-based appetite suppressant; and EndoCannabinoid Omega-3 Support (or MendOCan), a highly pure, potent and palatable Omega 3 supplement. Interested customers will be able to purchase these cannabis-free products online when the site is launched before the end of the year.

Tauriga’s Chairman & CEO Dr. Stella Sung commented, “We are proud of our efforts in building a revenue-generating company in natural wellness and cleantech, and we appreciate our shareholders for sharing our vision and our commitment.”

About Tauriga Sciences, Inc.

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

DISCLAIMERS:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on the Company’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which the Company has little or no control. Such forward-looking statements are made only as of the date of this release, and the Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by the Company with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Food and Drug Administration Disclaimer: None of the statements contained in this press release regarding any of the products either offered or to be offered in the future by the Company have been evaluated by the Food and Drug Administration. Additionally, none of the products is intended to diagnose, treat, cure, or prevent any disease.

Contact:

Tauriga Sciences, Inc.:
Dr. Stella M. Sung,
Chairman and Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
San Diego: + 1-858-353-5749
Montreal: + 1-514-840-3697
Email: ssung@tauriga.com

SOURCE: Tauriga Sciences, Inc.

0 1480

Tauriga Sciences Inc. Launches its First Topical Medicinal Cannabis Cream Branded as TopiCanna

Los Angeles, CA / ACCESSWIRE / December 15, 2014 / Tauriga Sciences, Inc. (TAUG) (“Tauriga” or the “Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today launched its first proprietary topical medicinal cannabis cream branded as TopiCanna. TopiCanna contains cannabidiol (CBD) oil from non-GMO industrial hemp that is grown without pesticides, herbicides, or chemical fertilizers. The oil has been lab tested for quality and is natural, safe and legal in the United States and in Japan, where Tauriga has a recently announced MOU with Tokyo-based iFLOW Ltd. There are no psychoactive effects associated with the CBD oil. Tauriga previously announced on November 25, 2014 that the Company planned to launch its TopiCanna product line within the next 60 days. TopiCanna’s launch occurred well within the projected timeline. TopiCanna will initially be sold directly by Tauriga (interested parties may email inquiries to info@taurigasciences.com). The Company plans to expand TopiCanna’s sales and marketing efforts to include online sales and distribution agreements, both domestically and internationally.

Many people who have used topical cannabis creams have reported decreased musculoskeletal pain. As such, the Company’s first TopiCanna product is designed to provide potential wellness and healing properties without narcotic effects. In addition to the CBD oil from non-GMO industrial hemp, the lotion contains ingredients for soothing dry skin.

Tauriga is also currently producing its first run of CannaCaviar soft gels using high-CBD, low-THC oil that has been extracted from the stalk of the cannabis plant. CannaCaviar is included in the recently announced MOU with iFLOW Ltd. The Company anticipates launching CannaCaviar before the end of the calendar year.

In addition to the progress on Tauriga’s CBD-containing products for the US and Japan, the Company would like to provide an update on other efforts. Tauriga is pleased to announce that the Company launched its new corporate website (www.tauriga.com) last week. The new site provides more extensive content and has links to the company’s Facebook and Twitter pages for information that does not rise to the level of a press release. Tauriga is also on target for launching its e-commerce website e-commerce website (www.taurigastore.com) later this month to sell its non-cannabis containing line of natural wellness dietary supplements. These natural supplements include IndiCalm, natural calming formula without inducing cognitive impairment; ClearNaze, a natural decongestant without stimulant or drowsiness effects; Satietiva, an amino acid-based appetite suppressant; and EndoCannabinoid Omega-3 Support (or MendOCan), a highly pure, potent and palatable Omega 3 supplement. Interested customers will be able to purchase these cannabis-free products online when the site is launched before the end of the year.

Tauriga’s wholly owned subsidiary, Pilus Energy, continues to advance its synthetic biology-driven, commercial efforts in wastewater remediation with the EPA’s Testing & Evaluation group and the Metropolitan Sewer District in Cincinnati. Moreover, Pilus is generating interest from other potential partners in different industries. Last week, Pilus Energy received approximately 15 gallons of trub – a high protein, high fat byproduct of brewing – and 5 gallons of waste yeast from Mad Tree Brewing Co. located in Cincinnati, OH. Mad Tree’s interest was piqued after hearing the Pilus value proposition of improving waste management practices while also reducing the brewery’s environmental impact. Each week Mad Tree discharges approximately 800 gallons of trub down the drain which then requires large amounts of energy to transport to and treat at the municipal wastewater treatment plant. An on-site system could transform this “waste” into valuable energy that could offset the operating costs of the brewery, thus displacing some of the fossil-fuel based electricity that is currently needed to run the brewery and the wastewater treatment plant. Like Pilus, Mad Tree is interested not only in the financial bottom line, but also the environmental and social ones. For this reason, they were happy to help Pilus by providing them with wastewater feedstock and are enthusiastic to see the results.

Tauriga’s Chairman & CEO Dr. Stella Sung commented, “We are proud of our efforts in building a revenue-generating company in natural wellness and cleantech, and we appreciate our shareholders for sharing our vision and our commitment.”

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

DISCLAIMERS:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on the Company’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which the Company has little or no control. Such forward-looking statements are made only as of the date of this release, and the Company assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by the Company with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Food and Drug Administration Disclaimer: None of the statements contained in this press release regarding any of the products either offered or to be offered in the future by the Company have been evaluated by the Food and Drug Administration. Additionally, none of the products is intended to diagnose, treat, cure, or prevent any disease.

Contact:

Tauriga Sciences, Inc.:
Dr. Stella M. Sung,
Chairman and Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
San Diego: + 1-858-353-5749
Montreal: + 1-514-840-3697
Email: ssung@tauriga.com

SOURCE: Tauriga Sciences, Inc.

1 1582

Tauriga Sciences Inc. Progresses Towards Launch of Its Topical Medicinal Cannabis Creams Branded as Topicanna

LOS ANGELES, Nov. 25, 2014 (GLOBE NEWSWIRE) — Tauriga Sciences, Inc. (TAUG) (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, today updated shareholders about the upcoming launch of its proprietary topical medicinal cannabis creams to be branded as Topicanna. Several steps remain until an official launch is practical, however management is working diligently to complete these important steps; such steps are crucial to both the long term success and viability of the product line. These steps include: qualifying and testing oil with high cannabidiol (CBD) content from licensed suppliers, selecting the oil and scaling up the manufacturing process. The Company is hopeful that it can successfully launch its Topicanna product line within the next 60 days.

Many people who have used topical cannabis creams have reported decreased musculoskeletal pain without narcotic effects. The Company is currently developing two distinct Topicanna products: one which will contain ingredients to better penetrate to the joints, and one that will contain ingredients that have been successfully used for dermatological conditions. Tauriga’s products will be offered in the United States (in compliance with all applicable medical marijuana regulations) and potentially in Japan pursuant to the recently announced MOU with Tokyo-based iFLOW Ltd (“iFLOW”). Medical marijuana law in Japan requires that products use oil that has been extracted from the stalk of the cannabis plant and that is necessarily higher in CBD and low in THC, hence providing potential wellness and healing properties without psychoactive effects.

Tauriga is also finalizing its formulation for its CannaCaviar soft gels using high-CBD, low-THC oil that has been extracted from the stalk of the cannabis plant. CannaCaviar is included in the recently announced MOU.

The Company is genuinely excited to complete these above-mentioned final steps that precede the launch of its Topicanna and soft gel products. The Company will take all necessary steps to ensure that it is always in compliance with the governing laws of each state, country and jurisdiction in which it plans to market its topical medicinal cannabis line. The Company plans to issue an additional press release to shareholders, once the product is complete and ready for launch.

In addition to the planned launch of the Topicanna and CannaCaviar lines, Tauriga is developing an e-commerce website (www.taurigastore.com) to sell its non-cannabis containing line of natural wellness dietary supplements. These natural supplements include IndiCalm, a relaxant and anxiolytic based on L-theanine; ClearNaze, a natural decongestant without stimulant or drowsiness effects; Satietiva, an amino acid-based appetite suppressant; and EndoCannabinoid Omega-3 Support (or MendOCan), a highly pure, potent and palatable Omega 3 supplement. Interested customers will be able to purchase these cannabis-free products online when the site is launched before the end of the year.

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a balanced portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s corporate website at www.tauriga.com.

DISCLAIMER:

Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Contact:
Tauriga Sciences, Inc.:
Dr. Stella M. Sung,
Chairman and Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
San Diego: + 1-858-353-5749
Montreal: + 1-514-840-3697
Email: ssung@tauriga.com

0 1153

Form 10-Q for TAURIGA SCIENCES, INC.

19-Nov-2014

Quarterly Report

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 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.

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.

On May 31, 2013, the Company signed an exclusive North American license agreement with Green Innovations, Inc. (“Green Innovations”) for the commercialization of Bamboo-Based “100% Tree Free” products including hospital grade biodegradable disinfectant wipes. This 5 year license agreement functioned such that profits were to be split equally between Tauriga and Green Innovations. In consideration for such agreement Tauriga agreed to pay Green Innovations $250,000 USD and 4,347,826 shares of TAUG common stock. Tauriga received 625,000 shares of Green Innovations common stock as well. The agreement was later amended and completed for the following consideration: Tauriga paid Green Innovations a total of $143,730 USD and an additional 2,500,000 shares of TAUG common stock (for an aggregate share issuance of 6,847,826 shares). As of Year End March 31, 2014, Tauriga has not generated any revenues from the license agreement. And this agreement expires on June 01, 2018.

On October 29, 2013 the Company entered into a Strategic Alliance with Synthetic Biology Pioneer Bacterial Robotics LLC to Develop And Commercialize Industry Specific Bacterial Robots “BactoBots”. Under terms of the Agreement the companies will jointly develop a nuclear industry-specific Bacterial Robot (“BactoBots(TM)”). BactoBots are ubiquitous microscopic robots applicable to therapeutics, wastewater, and chemicals. Specifically, Bacterial Robotics owns a family of intellectual property beginning with U.S Patent # 8,354,267 B2 that relates generally to genetically enhanced bacteria that conduct specific functions. Bacterial Robotics initial focus with Tauriga is developing a proprietary BactoBot to remediate wastewater generated by nuclear energy production.

On November 25, 2013, the Company entered a definitive agreement to acquire Cincinnati, Ohio based Pilus Energy LLC (“Pilus Energy”), a developer of alternative cleantech energy platforms using proprietary microbial solutions that creates electricity while consuming polluting molecules from wastewater. Upon consummation of the proposed transaction, which has been unanimously ratified by Tauriga’s board of directors, Pilus Energy will become a wholly-owned subsidiary of Tauriga. In addition certain advisors of Pilus Energy will be incorporated into the existing management team of Tauriga and will report directly to the Company’s Chief Executive Officer, Dr. Stella M. Sung. A total of $100,000 was paid by Tauriga to Bacterial Robotics in connection with the execution of this November 2013 definitive agreement for the acquisition of Pilus Energy.

On January 28, 2014, the Company completed the acquisition of Cincinnati, Ohio based synthetic biology pioneer Pilus Energy LLC (“Pilus Energy”). Structurally Pilus Energy will be a wholly owned subsidiary of Tauriga (pursuant to the terms of the definitive agreement) and will maintain its headquarters location in the State of Ohio. The management of Pilus Energy will report directly to both the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) of Tauriga with the expectation that at least one board seat of Tauriga will be allocated to a Pilus Energy affiliate. The Board of Directors of Tauriga Sciences unanimously approved both the previously announced definitive merger agreement on October 25, 2013 as well as the completion of the acquisition inclusive of amended closing terms. In consideration for early closing of this acquisition, shareholders of Pilus Energy received a warrant to purchase 100,000,000 shares of Tauriga Sciences, Inc. common stock at $0.02 per share.

Both management teams are highly confident that the capital and liquidity needs will be sufficiently met through commitments from existing institutional investors and progress in non-dilutive funding initiatives (i.e., grants, low interest loans). The main benefits in accelerating the closing of this acquisition are to enhance Tauriga’s access to capital markets and enable the intrinsic value of Pilus Energy’s technology to be realized sooner through demonstrable progress in the commercialization process. Pilus Energy utilizes a proprietary clean technology to convert industrial customer “wastewater” into value. This wastewater-to-value (“WTV”) proposition provides customers with substantial revenue-generating and cost-saving opportunities. Pilus Energy is converging digester, fermenter, scrubber, and other proven legacy technologies into a single scalable Electrogenic Bioreactor (“EBR”) platform. This transformative microbial fuel cell technology is the basis of the Pilus Cell(TM). The EBR harnesses genetically enhanced bacteria, also known as bacterial robots, or BactoBots(TM), that remediate water, harvest direct current (DC) electricity, and produce economically important gases and chemicals. The EBR accomplishes this through bacterial metabolism, specifically cellular respiration of nearly four hundred carbon and nitrogen molecules typically called pollutants in wastewater. Pilus Energy’s highly metabolic bacteria are non-pathogenic. Because of the mediated biofilm formation, these wastewater-to-value BactoBots(TM) resist heavy metal poisoning, swings of pH, and survive in a 4-to-45 degree Celsius temperature range. Additionally, the BactoBots(TM) are anaerobically and aerobically active, even with low biological oxygen demand (“BOD”) and chemical oxygen demand (“COD”).

On February 27, 2014, the Company appointed Dr. Stella M. Sung (its previous Chief Operating Officer) to the positions of Chairman and Chief Executive Officer (“CEO”). In addition, Dr. Sung maintained her title as Chief Operating Officer as well as Interim Chief Financial Officer. At this time her employment agreement was modified and amended to reflect her new positions with the Company. The outgoing CEO Seth M. Shaw (“Mr. Shaw”) also resigned from the Board of Directors and accepted the position of Vice President, Strategic Planning.

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

On March 26, 2014, the Company announced that its wholly owned subsidiary Pilus Energy LLC (“Pilus Energy”) has commenced a five-phase, $1,700,000 USD commercial pilot test (“commercial pilot”) with the Environmental Protection Agency (“EPA”), utilizing Chicago Bridge & Iron Co. (NYSE:CBI) (“CB&I”) Federal Services serving as the third-party-contractor through the EPA’s Test and Evaluation (“T&E”) facility. This five phase commercial pilot will include significant testing of the Pilus Energy Electrogenic Bioreactor (“EBR”) synthetic biology platform for generating value from wastewater. This commercial pilot is of great importance to the Company, because it represents the scale up from the benchtop (laboratory) scale to commercial (industrial) scale. The Metropolitan Sewer District of Greater Cincinnati (“MSDGR”), which is co-located with EPA’s T&E facility, will host the commercial scale EBR prototype at its main treatment plant in Cincinnati.

On March 17, 2014, Black Mountain Equities submitted a conversion notice for the repayment of $65,000 USD principal amount. This conversion for a total of 11,500,000 TAUG shares was not settled until after the year end March 31, 2014, therefore this debt was not removed from the Company’s balance sheet until the first fiscal quarter 2015. Additionally Black Mountain Equities invested $75,000 USD into the Company’s 6 cent private placement during April 2014 (first fiscal quarter 2015).

On March 26, 2014, JMJ Financial sent a conversion notice to the Company for the repayment of $85,000 USD principal amount ($15,000 USD and $70,000 USD separate Notes). While the request was sent prior to year end, the conversion into 9,083,201 TAUG shares did not occur until April 02, 2014. Therefore the debt was not removed from the Company’s balance sheet until the first fiscal quarter of 2015.

On March 28 2014, The Company notified JMJ Financial that it would repay the final outstanding note in principal amount of $75,000 USD for $83,333.00 USD. The Company did not receive the wire instructions from JMJ Financial until April 01, 2014 and proceeded to wire this $83,333.00 USD cash payment to JMJ Financial on April 02, 2014. Therefore this debt was not removed from the Company’s balance sheet until first fiscal quarter of 2015.

On March 30, 2014, the Company notified Redwood Capital that it would repay the final outstanding note in principal amount of $60,000 USD for $77,615.00 USD. On April 14, 2014, the Company proceeded to wire this $77,615.00 USD cash payment to Redwood Capital. Therefore, this debt was not removed from the Company’s balance sheet until first fiscal quarter of 2015. The Company generated this $77,615 USD through its 6 cent private placement; 1,294,167 Restricted TAUG shares were issued for this $77,615.00 USD.

On April 4, 2014, The Company made a cash payment of $50,000 USD to the law firm of Winston and Strawn LLP to settle ALL remaining outstanding legal debts (the arose from the 2013 litigation with Immunovative Therapies Ltd.). There is no longer any debt owed to this law firm and the Company received such acknowledgment from Winston and Strawn via email.

On April 7, 2014, an institutional investor Group 10 Holdings LLC invested $150,000 USD into the Company’s 6 cent private placement for a total of 2,500,000 Restricted TAUG shares.

On April 30, 2014, the Company repaid and retired a convertible note held by Union Capital for the principal amount of $75,000 USD. This was repaid in full for a cash payment of $75,000 USD and a one time restricted share issuance of 1,500,000 TAUG shares. Therefore this debt was not removed from the Company’s balance sheet until first fiscal quarter of 2015.

Between April 1, 2014 and April 30, 2014 (not reflected in the Year End Results due to the timing of settlements), the Company repaid and retired more than $400,000 USD of convertible notes (principal amounts). This activity will be reflected on the Company’s balance sheet during the first fiscal quarter of 2015 (04/01/2014 – 06/30/2014).

As of July 13, 2014, the Company reported total cash and marketable securities of $664,219.40 USD (of which $33,750 was in the form of marketable securities). Also as of July 13, 2014, the Company reported that its remaining convertible debt was $163,000 USD (principal amount), with the final notes held by LG Capital and G.E.L. Properties.

On September 24, 2014, Tauriga Sciences, Inc., a Florida corporation (the “Company”), Honeywood LLC, a California limited liability company (“Honeywood”), and Doc Green’s Healing Collective, a California unincorporated nonprofit association (“DGHC,” and together with Honeywood, “Licensor”), entered into a License and Supply Agreement (the “License Agreement”). The License Agreement was entered into coincident with the consummation of the Unwinding Transaction (as defined in Item 2.01 below) as a result of which Honeywood ceased to be owned by the Company.

Pursuant to the License Agreement, Licensor granted to the Company, its affiliates and designees, a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable right and license to use, offer for sale, sell, import, distribute and otherwise exploit any products offered for distribution by Licensor (“Products”). The Company is free to change, modify, supplement, combine, enhance and otherwise manipulate Products in developing and commercializing its own products and services. Licensor also granted to the Company the nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable license to use Licensor’s trademarks in connection with any Products. Licensor agreed to provide to the Company, its affiliates and designees, Products in such quantities as may be ordered by the Company in the ordinary course of business, and as such Products may be available for delivery. Licensor must fulfill the orders for Products by the Company, its affiliates and designees on a first priority basis when commercially reasonable. The payment, shipping and other terms related to fulfillment of the Company’s orders shall be at Licensor’s then-existing commercial wholesale terms. However, the price shall be Licensor’s wholesale price (for Products of any sort to be shipped for distribution in California, or Products shipped anywhere without Licensor’s trademarks) and Licensor’s wholesale price less a discount for Products for distribution under Licensor’s trademarks outside of California. The Company has a right of first negotiation for a supply agreement with respect to each new Product. Absent an uncured material breach of the License Agreement by the Company, Licensor may not terminate the License Agreement before September 24, 2020. In the event of a default under the Note (as defined below), the Company has the right to set-off against its obligations under the License Agreement any outstanding obligations under the Note.

On July 15, 2014 the Company completed its acquisition of Honeywood pursuant to the terms of an Agreement and Plan of Merger, as amended by Amendment No.1 to the Agreement and Plan of Merger, dated July 15, 2014 (collectively, the “Merger Agreement”) by and among the Company, Doc Greene’s Acquisition Sub, LLC, a limited liability company (“Honeywood Acquiror”), Honeywood, Elie Green (“Green”), Daniel Kosmal (“Kosmal”) and Ramona Rubin (“Rubin” and, collectively with Green and Kosmal, the “Honeywood Principals”). As contemplated by the Merger Agreement, Honeywood Acquiror merged with and into Honeywood, with Honeywood being the surviving entity and becoming a wholly owned subsidiary of the Company (the “Merger”). In connection with the closing of the Merger, the Company, Honeywood and each of the Honeywood Principals entered a Standstill Agreement (the “Standstill Agreement”) in which Honeywood and the Honeywood Principals agreed to restrictions on acquisition of additional Company capital stock and transactions involving the Company and each Honeywood Principal entered into an employment agreement with Honeywood (collectively, the “Employment Agreements”). A description of the Merger was contained in the Company’s Current Report on Form 8-K dated July 15, 2014.

On September 24, 2014 (the “Unwinding Date”), the Company, Honeywood and each of the Honeywood Principals entered into a Termination Agreement (the “Termination Agreement”) to unwind the effects of the Merger (the “Unwinding Transaction”). Pursuant to the Termination Agreement, the Merger Agreement, the Standstill Agreement and the Employment Agreements were all terminated. As required by the Termination Agreement, on the Unwinding Date the Company entered into an Assignment of Interest (the “Assignment of Interest”) pursuant to which it conveyed its membership interest in Honeywood to the Honeywood Principals, as a result of which Honeywood ceased to be owned by the Company and became owned again by the Honeywood Principals.

In the Termination Agreement, the Honeywood Principals relinquished their right to any merger consideration pursuant to the Merger Agreement, including the right to any shares of capital stock of the Company (which had never been formally issued or delivered), and agreed that all indicia of any Company shares issuable as merger consideration reflected on the transfer books of the Company, if any, would be cancelled without any further action by the Honeywood Principals. The shares of the Company that would have been issuable as merger consideration pursuant to the Merger Agreement if the Unwinding Transaction had not been consummated consisted of: (i) shares of the Company’s common stock representing approximately 15.457% of the Company’s outstanding common stock as of the Merger (109,414,235 shares) payable to the Honeywood Principals, (ii) 18,000,000 shares of the Company’s common stock payable to a consultant of Honeywood, and (iii) additional shares of the Company’s common stock representing up to 10% of the Company’s outstanding common as of the Merger payable to the Honeywood Principals as an earn-out upon the achievement of certain milestones. Because of the Unwinding Transaction, none of the foregoing shares will be issued by the Company and the stockholders of the Company will not experience the dilution that would have resulted from such issuance.

In accordance with the Termination Agreement, Honeywood agreed to repay to the Company substantially all of the advances made by the Company to Honeywood prior to and after the Merger by delivering to the Company on the Unwinding Date a Secured Promissory Note in the principal amount of $170,000 (the “Note”). The Note bears interest at 6% per annum and is repayable in six quarterly installments on the last day of each calendar quarter starting on March 31, 2015 and ending on June 30, 2016. The Note is secured by a blanket security interest in Honeywood’s assets pursuant to a Security Agreement entered into on the Unwinding Date between Honeywood and the Company (the “Security Agreement”).

The Termination Agreement contains a general release and covenant not to sue pursuant to which the Company, Honeywood and the Honeywood Principals released, and agreed not to sue with respect to, any and all rights they have against each other through the Unwinding Date except for their respective rights under the Termination Agreement, the Assignment of Interest, the Note, the Security Agreement, the License Agreement and the Release and Covenant Not to Sue dated July 15, 2014 entered into in connection with the closing of the Merger. The Termination Agreement also contains customary representations, warranties and covenants, including covenants regarding confidentiality and non-disparagement.

The following Management Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-Q.

RESULTS OF OPERATIONS

Three months ended September 30, 2014 compared to the three months ended September 30, 2013

Revenue. The Company is currently developing its business and as a result it has not developed a material or consistent pattern of revenue generation. For the three months ended September 30, 2014, the Company generated $10,831 as compared to no revenue for the three months ended September 30, 2013.

The revenue was generated from the Company’s natural wellness cannabis compliment line launched in August of 2014. The Company expects to revenue increase slightly in the next quarter. Additionally, the Company is continuing its efforts to commercialize the other aspects of its business, although there can be no guaranty such efforts will result in material revenue production.

Cost of Goods Sold. The Company’s cost of goods sold for the three months ended was $3,018, which resulted in a gross profit for that period of $7,813 at a gross margin of 70.1%. The Company had no revenue for the three months ended September 30, 2013 and therefore had no cost of goods sold for that period. The Company expects the gross margin to be relatively consistent in next fiscal quarter.

Selling, General and Administrative Expenses. For the three months ended September 30, 2014, selling, general and administrative expenses were $1,512,151 compared to $1,255,029 for the same period in 2013.

Net Loss. We generated net losses of $1,819,547 for the three months ended September 30, 2014 compared to $1,375,412 for the same period in 2013, an increase of 32.2%.

Six months ended September 30, 2014 compared to the six months ended September 30, 2013

Revenue. The Company is currently developing its business as a result it has not developed a material or consistent pattern of revenue generation. For the six months ended September 30, 2014, the Company generated $10,831 as compared to no revenue for the six months ended September 30, 2013.

The revenue was generated from the Company’s natural wellness cannabis compliment line launched in August of 2014. The Company expects to revenue increase slightly in the next quarter. Additionally, the Company is continuing its efforts to commercialize the other aspects of its business, although there can be no guaranty such efforts will result in material revenue production.

Cost of Goods Sold. The Company’s cost of goods sold for the six months ended was $3,018, all of which was incurred during the second fiscal quarter, which resulted in a gross profit for those periods of $7,813 at a gross margin of 70.1%. The Company had no revenue for the six months ended September 30, 2013 and therefore had no cost of goods sold for that period. The Company expects the gross margin to be relatively consistent in next fiscal quarter.

Selling, General and Administrative Expenses. For the six months ended September 30, 2014, selling, general and administrative expenses were $2,847,292 compared to $3,298,742 for the same period in 2013. The expense for 2014 is primarily composed of stock-based compensation of $1,771,934, professional fees of $424,880, consulting fees of $170,260 and salaries and wages of $43,762.

Net Loss. We generated net losses of $3,395,155 for the six months ended September 30, 2014 compared to $3,836,024 for the same period in 2013, a decrease of 11.5%.

Liquidity and Capital Resources

We continue to fund our operations through private placement offerings and other financings.

During the six months ending September 30, 2014, the Company sold 26,416,667 shares of common stock for a total of $537,500.

At September 30, 2014, we had cash and cash equivalents of $404,638 compared to $812,907 at March 31, 2014.

Cash Flows

Net cash used in operating activities amounted to $6,372,104 for the period from December 12, 2011 (inception of Development Stage) to September 30, 2014. Net cash used in operating activities for the six months ended September 30, 2014 and 2013 was $1,071,946 and $1,060,631, respectively.

During the six months ended September 30, 2014, we used $39,394 in investing activities, primarily the acquisition of the license agreement. During the six months ended September 30, 2013, we used $147,579 investing activities primarily related to the purchase of intangible assets.

During the six months ended September 30, 2014, we generated cash from financing activates of $704,167 primarily from the sale of common stock. During the six months ended September 30, 2013, we generated cash from financing activities of $1,263,988 primarily from the sale of common stock under convertible debentures.

We do not believe that our cash on hand at September 30, 2014 will be sufficient to fund our ongoing business operations for more than five months. 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 $10,831 in revenue and net losses of $3,395,155 for the six months ended . . .

 

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