Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 18, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'TAURIGA SCIENCES, INC. | ' |
Entity Central Index Key | '0001142790 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 522,934,923 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consoldiated_Balance_Sheets_Un
Consoldiated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Current assets: | ' | ' |
Cash | $57,628 | $143,034 |
Other receivables | 1,991 | 7,906 |
Investments - available for sale securities | 50,000 | ' |
Prepaid expense | ' | 19,534 |
Total current assets | 109,619 | 170,474 |
Equipment, net of depreciation | 26,853 | 28,382 |
Other assets: | ' | ' |
Deferred financing costs | 85,434 | ' |
Advance to acquire Pilus Energy LLC | 70,000 | ' |
Lincense agreements, net of amortization | 1,373,431 | ' |
Total assets | 1,665,337 | 198,856 |
CURRENT LIABILITIES | ' | ' |
Notes payable | 96,425 | 225,000 |
Convertible notes, net of discounts | 558,773 | 106,425 |
Accounts payable | 302,488 | 277,053 |
Accrued interest | 51,343 | 8,004 |
Accrued expenses | 143,737 | 148,348 |
Accrued professional fees | 233,965 | 418,668 |
Total current liabilities | 1,386,731 | 1,183,498 |
Stockholders' equity (deficit) | ' | ' |
Common stock, par value $0.00001; 1,000,000,000 shares authorized, 401,366,096 and 226,449,077 issued and outstanding at December 31, 2013 and March 31, 2013 | 4,013 | 2,264 |
Additional paid-in capital | 37,943,812 | 31,000,267 |
Accumulated deficit from prior operations | -16,244,237 | -16,244,237 |
Accumulated deficit during development stage | -21,230,874 | -15,741,675 |
Accumulated other comprehensive loss | -194,108 | -1,261 |
Total stockholders' deficit | 278,606 | -984,642 |
Total liabilties and stockholders' equity (deficit) | $1,665,337 | $198,856 |
Consoldiated_Balance_Sheets_Pa
Consoldiated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Issued | 401,363,096 | 226,449,077 |
Common stock, outstanding | 401,363,096 | 226,449,077 |
Consoldiated_Statements_of_Ope
Consoldiated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | ||
Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
General and Administrative | $1,162,138 | $2,703,686 | $4,460,880 | $5,479,420 | $16,602,528 |
Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership | ' | 885,000 | ' | 2,714,049 | 3,533,214 |
Depreciation and amortization expense | 32,077 | 587 | 48,084 | 8,245 | 94,671 |
Total operating expenses | 1,194,215 | 3,589,273 | 4,508,964 | 8,201,714 | 20,230,413 |
Loss from operations | -1,194,215 | -3,589,273 | -4,508,964 | -8,201,714 | -20,230,413 |
Other income (expense) | ' | ' | ' | ' | ' |
Interest expense | -7,540 | -3,410 | -57,839 | -5,922 | -74,249 |
Loss on conversion of debt | ' | ' | -321,000 | ' | -321,000 |
Gain on settlement of law suit | ' | ' | ' | ' | 20,000 |
Amortization of debt discount | -397,404 | ' | -601,396 | ' | -625,212 |
Total other income (expense) | -404,944 | -3,410 | -980,235 | -5,922 | -1,000,461 |
Net loss | -1,599,159 | -3,592,683 | -5,489,199 | -8,207,636 | -21,230,874 |
Other comprehensive income (loss) | ' | ' | ' | ' | ' |
Translation adjustment | 5,627 | -5,706 | 7,153 | ' | 7,153 |
Impairment on available for sale investments | -77,500 | ' | -200,000 | ' | -200,000 |
Total other comprehensive income (loss) | -71,873 | -5,706 | -192,847 | ' | -192,847 |
Comprehensive loss | ($1,671,032) | ($3,598,389) | ($5,682,046) | ($8,207,636) | ($21,423,721) |
Net loss per share (basic and diluted) | $0 | ($0.02) | ($0.02) | ($0.05) | ' |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ' | ' | ' | ' | ' |
Basic and diluted | 347,748,207 | 196,957,424 | 258,387,696 | 156,677,929 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 25 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($5,489,199) | ($8,207,636) | ($21,230,874) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ' | ' | ' |
Stock based compensation | 3,101,043 | 2,924,227 | 11,498,376 |
Shares issued in Settlement Agreement | ' | ' | 153,000 |
Impairment of advances to Immunovative Therapies, LTD, for future stock ownership | ' | 2,665,050 | 3,533,214 |
Amortization of debt discount to interest expense | 539,001 | 3,410 | 562,817 |
Depreciation and amortization | 48,083 | 8,245 | 94,670 |
Loss on conversion of debt | 321,000 | ' | 321,000 |
Decrease (increase) in assets | ' | ' | ' |
Other receivables | 5,915 | -109,900 | -1,991 |
Prepaid expense | 19,534 | -14,928 | 16,758 |
Increase (decrease) in liabilities | ' | ' | ' |
Accounts Payable | 85,435 | 147,524 | 232,977 |
Accrued salaries and wages | ' | 7,846 | ' |
Accrued interest | 53,339 | -31,600 | 41,191 |
Accrued expense | -4,611 | 96,678 | 86,277 |
Accrued professional fees | -184,703 | -98,832 | -96,437 |
Related party payables | ' | 90,000 | -96,884 |
Cash used in operating activities | -1,505,163 | -2,519,916 | -4,885,906 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Purchase of Equipment | -5,134 | -2,940 | -28,954 |
Purchase of intangible assets-domain name | ' | -7,893 | -7,893 |
Purchase of license | -168,750 | ' | -168,750 |
Advance to acquire Pilus Energy, LLC | -70,000 | ' | -70,000 |
Advances to Immunovative Therapies LTD, for future stock ownership | ' | -2,665,050 | -3,533,214 |
Cash used in investing activities | -243,884 | -2,675,883 | -3,808,811 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from notes payable | 136,425 | 150,000 | 361,425 |
Repayment of note payable to Chief Executive Officer | ' | -52,364 | -125,503 |
Sale of Common Stock | 141,350 | 5,191,123 | 7,402,827 |
Proceeds from convertible debentures | 1,378,713 | ' | 1,553,713 |
Commisions paid on sale of common stock | ' | -643,956 | -643,956 |
Cash provided by financing activities | 1,656,488 | 4,644,803 | 8,548,506 |
Foreign Currency Translation Effect | 7,153 | 2,243 | 34,296 |
Net increase / (decrease) in cash | -85,406 | -548,753 | -85,406 |
CASH, BEGINNING OF PERIOD | 143,034 | 619,624 | 169,543 |
CASH, END OF PERIOD | 57,628 | 70,871 | 57,628 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' | ' |
Interest and Taxes Paid | ' | ' | ' |
NON CASH ITEMS | ' | ' | ' |
Conversion of accounts payable to common stock | ' | -65,000 | -95,559 |
Conversion of convetible notes payable to common stock | -1,378,354 | -179,572 | -1,557,926 |
Issuance of common stock to settle commissions on private placement offering | ' | -689,000 | -689,000 |
Conversion of accrued interest on Caete Invest & Trade, S.A. to common stock | ' | -46,247 | -46,247 |
Purchase of intangible asset-domain with commons stock | ' | -25,000 | -25,000 |
Investments in available for sale securities | -250,000 | ' | -250,000 |
Impairment of available for sale securities | -200,000 | ' | -200,000 |
Comprehensive loss | 200,000 | ' | 200,000 |
Investment in Green Hygienics, Inc. | -106,250 | ' | -106,250 |
Issuance of common stock | 778 | 88 | 876 |
Additional paid-in-capital | 2,788,242 | 1,004,731 | 3,823,522 |
Beneficial Conversion Feature | -848,014 | -37,500 | -940,405 |
Additional paid in capital | 848,014 | 37,500 | 940,405 |
Deferred financing costs | 85,435 | ' | 85,435 |
Licensing agreement - Warrant | ($1,139,851) | ' | ($1,139,851) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Deficit accumulated from prior operations | Deficit accumulated during the development stage | Accumulatedothercomprehensiveincomeloss | Total |
Beginning Balance, Amount at Mar. 31, 2012 | $1,166 | $20,770,505 | ($16,244,237) | ($4,595,168) | ($2,243) | ($69,977) |
Beginning Balance, Shares at Mar. 31, 2012 | 116,667,888 | ' | ' | ' | ' | ' |
Sale of common stock under private placement agreements at $0.10 to $0.15 per share, Shares | 48,844,286 | ' | ' | ' | ' | ' |
Sale of common stock under private placement agreements at $0.10 to $0.15 per share, Amount | 489 | 5,190,633 | ' | ' | ' | 5,191,122 |
Amendment to former chief executive officer's employment agreement at $0.10 per share, Shares | 2,500,000 | ' | ' | ' | ' | ' |
Amendment to former chief executive officer's employment agreement at $0.10 per share, Amount | 25 | 249,975 | ' | ' | ' | 250,000 |
Issuance of shares under consulting contract for strategic planning officer at $0.10 per share, Shares | 2,500,000 | ' | ' | ' | ' | ' |
Issuance of shares under consulting contract for strategic planning officer at $0.10 per share, Amount | 25 | 249,975 | ' | ' | ' | 250,000 |
Issuance of shares to purchase domain name at $0.125 per share, Shares | 200,000 | ' | ' | ' | ' | ' |
Issuance of shares to purchase domain name at $0.125 per share, Amount | 2 | 24,998 | ' | ' | ' | 25,000 |
Issuance of shares under consulting contracts at $0.10 to $0.29 per share during the period A net of vesting amortization, Shares | 30,878,983 | ' | ' | ' | ' | ' |
Issuance of shares under consulting contracts at $0.10 to $0.29 per share during the period, net of vesting amortization, Amount | 308 | 4,505,881 | ' | ' | ' | 4,506,189 |
Issuance of shares to convert Caete Invest & Trade, S.A. debt under conversion agreement, Shares | 2,720,000 | ' | ' | ' | ' | ' |
Issuance of shares to convert Caete Invest & Trade, S.A. debt under conversion agreement, Amount | 27 | 225,792 | ' | ' | ' | 225,819 |
Conversion of accounts payable at $0.10 per share, Shares | 1,592,920 | ' | ' | ' | ' | ' |
Conversion of accounts payable at $0.10 per share, Amount | 16 | 95,559 | ' | ' | ' | 95,575 |
Stock issued for commissions under private placement agreements, Shares | 5,335,000 | ' | ' | ' | ' | ' |
Stock issued for commissions under private placement agreements, Amount | 53 | 688,947 | ' | ' | ' | 689,000 |
Commission expense paid with stock issuances under private placements | ' | -689,000 | ' | ' | ' | -689,000 |
Commission paid under private placement agreements in cash | ' | -643,956 | ' | ' | ' | -643,956 |
Issuance of shares to CEO under employment contract for achieving capital raise goal of $7,500,000 at $0.25 per share, shares | 2,500,000 | ' | ' | ' | ' | ' |
Issuance of shares to CEO under employment contract for achieving capital raise goal of $7,500,000 at $0.25 per share, amount | 25 | 624,975 | ' | ' | ' | 625,000 |
Issuance of shares to former CEO under employment contract for achieving capital raise goal of $7,500,000 at $0.25 per share, shares | 2,500,000 | ' | ' | ' | ' | ' |
Issuance of shares to former CEO under employment contract for achieving capital raise goal of $7,500,000 at $0.25 per share, amount | 25 | 624,975 | ' | ' | ' | 625,000 |
Issuance of shares to CEO in lieu of salary at a price of $0.04 to $0.24 per share, shares | 360,000 | ' | ' | ' | ' | ' |
Issuance of shares to CEO in lieu of salary at a price of $0.04 to $0.24 per share, amount | 4 | 47,396 | ' | ' | ' | 47,400 |
Issuance of shares to JMJ Financial to obtain loan at $0.15 per share, shares | 200,000 | ' | ' | ' | ' | ' |
Issuance of shares to JMJ Financial to obtain loan at $0.15 per share, amount | 2 | 29,998 | ' | ' | ' | 30,000 |
Beneficial conversion feature related to JMJ financial | ' | 92,391 | ' | ' | ' | 92,391 |
Issuance of shares to CEO as signing bonus under employment contract at $0.20 per share, shares | 1,500,000 | ' | ' | ' | ' | ' |
Issuance of shares to CEO as signing bonus under employment contract at $0.20 per share, amount | 15 | 299,985 | ' | ' | ' | 300,000 |
Issuance of shares to CEO as additional compensation at $0.04 per share, shares | 4,000,000 | ' | ' | ' | ' | ' |
Issuance of shares to CEO as additional compensation at $0.04 per share, amount | 40 | 159,960 | ' | ' | ' | 160,000 |
Issuance of shares to CFO under consulting agreement at $0.06 to $0.20 per share, shares | 2,000,000 | ' | ' | ' | ' | ' |
Issuance of shares to CFO under consulting agreement at $0.06 to $0.20 per share, amount | 20 | 246,480 | ' | ' | ' | 246,500 |
Issuance of shares to company attorneys for services rendered at $0.10 to $0.25 per share, shares | 2,150,000 | ' | ' | ' | ' | ' |
Issuance of shares to company attorneys for services rendered at $0.10 to $0.25 per share, amount | 22 | 287,478 | ' | ' | ' | 287,500 |
Consulting contract vesting amortization adjustment | ' | -2,082,680 | ' | ' | ' | -2,082,680 |
Translation adjustment | ' | ' | ' | -11,146,507 | ' | -11,146,507 |
Ending Balance, Amount at Mar. 31, 2013 | 2,264 | 31,000,267 | -16,244,237 | -15,741,675 | -1,261 | -984,642 |
Ending Balance, Shares at Mar. 31, 2013 | 226,449,077 | ' | ' | ' | ' | ' |
Issuance of shares to CEO in lieu of salary at a price of $0.04 to $0.24 per share, amount | ' | ' | ' | ' | ' | 36,000 |
Issuance of shares to former chief financial officer at $0.04 to $0.07 per share, shares | 360,000 | ' | ' | ' | ' | ' |
Issuance of shares to former chief financial officer at $0.04 to $0.07 per share, amount | 4 | 15,896 | ' | ' | ' | 15,900 |
Issuance of shares for cash at $0.01 to $0.06 per share, shares | 4,569,848 | ' | ' | ' | ' | ' |
Issuance of shares for cash at $0.01 to $0.06 per share, amount | 46 | 141,304 | ' | ' | ' | 141,350 |
Issuance of shares to chief executive officer at $0.02 to $0.08 per share, shares | 7,790,000 | ' | ' | ' | ' | ' |
Issuance of shares to chief executive officer at $0.02 to $0.08 per share, amount | 79 | 465,921 | ' | ' | ' | 466,000 |
Issuance of shares to chief operating officer at $0.02 to $0.09 per share, shares | 5,250,000 | ' | ' | ' | ' | ' |
Issuance of shares to chief operating officer at $0.02 to $0.09 per share, amount | 53 | 342,447 | ' | ' | ' | 342,500 |
Issuance of shares to convert convertible debt at $0.02 to $0.09 per share, shares | 63,635,121 | ' | ' | ' | ' | ' |
Issuance of shares to convert convertible debt at $0.02 to $0.09 per share, amount | 636 | 1,202,718 | ' | ' | ' | 1,203,354 |
Issuance of shares to consultants at $0.02 to $0.09 per share, shares | 80,461,224 | ' | ' | ' | ' | ' |
Issuance of shares to consultants at $0.02 to $0.09 per share, amount | 803 | 2,134,435 | ' | ' | ' | 2,135,238 |
Contribution of 2,500,000 shares by chief executive officer to finalize licensing agreement at $0.04 | ' | 106,250 | ' | ' | ' | 106,250 |
Issuance of shares to settle accounts payable at $0.04 per share, shares | 1,500,000 | ' | ' | ' | ' | ' |
Issuance of shares to settle accounts payable at $0.04 per share, amount | 15 | 59,985 | ' | ' | ' | 60,000 |
Issuance of shares for loan commitment fee at $0.03 per share, shares | 7,000,000 | ' | ' | ' | ' | ' |
Issuance of shares for loan commitment fee at $0.03 per share, amount | 70 | 209,930 | ' | ' | ' | 210,000 |
Issuance of shares for available for sale investments $0.06 per share, shares | 4,347,826 | ' | ' | ' | ' | ' |
Issuance of shares for available for sale investments $0.06 per share, amount | 43 | 249,957 | ' | ' | ' | 250,000 |
Beneficial conversion feature of convertible | ' | 848,014 | ' | ' | ' | 848,014 |
Stock-based compensation vesting | ' | 26,837 | ' | ' | ' | 26,837 |
Strategic alliance warrant valuation | ' | 1,139,851 | ' | ' | ' | 1,139,851 |
Impairment of available for sale securities | ' | ' | ' | ' | -200,000 | -200,000 |
Translation adjustment | ' | ' | ' | ' | 7,153 | 7,153 |
Net loss | ' | ' | ' | ' | -5,489,199 | -5,489,199 |
Ending Balance, Amount at Dec. 31, 2013 | $4,013 | $37,943,812 | ($16,244,237) | ($21,230,874) | ($194,108) | $278,606 |
Ending Balance, Shares at Dec. 31, 2013 | 401,363,096 | ' | ' | ' | ' | ' |
1_Nature_of_Business_and_Going
1. Nature of Business and Going Concern | 9 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. Nature of Business and Going Concern | ' |
Nature of Business | |
The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company is now moving in the direction of a diversified biotechnology company which includes medical devices and the development of proprietary drug compounds. The mission of the company is to acquire a diversified portfolio of medical technologies. | |
In May 2011, the Company had entered into an exclusive memorandum of understanding with Immunovative Therapies, Ltd. (“ITL”) (an Israeli company) whereby the Company would acquire a subsidiary of ITL. On December 12, 2011, the Company terminated this memorandum of understanding and entered into a License Agreement (the “License Agreement”) with ITL, pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all the Licensed Products based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covered two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vax TM (“Licensed Products”). On May 8, 2012, the Company changed its name to Immunovative, Inc. to better reflect its new direction on the development and commercialization of the next generation of immunotherapy treatments. | |
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013, and that the Company had complied in all material respects with the License Agreement and therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. | |
On March 13, 2013, the Company changed its name to Tauriga Sciences, Inc. to better reflect its new direction. The Company traded under the symbol “TAUG” beginning on April 9, 2013. | |
On May 31, 2013, the Company signed a Licensing Agreement with Green Hygienics, Inc. (“GHI”) to enable the Company on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products. The Company contracted to pay $250,000 for the licensing rights and issued 4,347,826 shares of common stock of the Company to GHI whereas GHI’s parent company, Green Innovations Ltd. (“GNIN”) has issued the Company 625,000 shares of common stock of GNIN. The Company paid $143,730 in cash to GHI and, in lieu of the remaining $106,270 to be paid in cash, the chief executive officer issued from his personal holdings of Company stock to GHI an additional 2,500,000 shares of common stock of the Company. The shares issued by the chief executive officer were recorded as a capital contribution. See Notes 4, 5, and 8. | |
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 Energy, LLC (“Pilus”), a Ohio limited liability company and 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. | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. | |
These unaudited consolidated financial statements should be read in conjunction with our 2013 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on June 12, 2013. | |
Going Concern | |
As indicated in the accompanying consolidated financial statements, the Company has incurred net operating losses of $5,489,199 for the nine months ended December 31, 2013. Since inception of development stage, the Company has incurred net losses of $21,230,874. Management’s plans include the raising of capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in medical companies. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreement or ownership interests in medical companies and generate adequate revenues, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
2. Summary of Significant Accounting Policies | ' |
Use of Estimates | |
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Foreign Currency Translation | |
Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit. | |
Cash Equivalents | |
For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. | |
Equipment and Depreciation | |
Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. | |
Intangible Asset | |
Intangible asset, consisting of a licensing fee, is stated at cost and has been determined to have a five year life based on the terms of the licensing agreement. | |
Consolidated Financial Statements | |
The financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. (formerly known as Immunovative Canada, Inc.) All inter-company transactions have been eliminated in consolidation. | |
Net Loss Per Common Share | |
The Company computes per share amounts in accordance with ASC Topic 260 Earnings per Share (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods. A fully diluted calculation is not presented since the results would be anti-dilutive. | |
Stock-Based Compensation | |
The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. | |
The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods through the vesting dates based on the fair value of the options or warrants at the end of each period. | |
The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services. | |
Comprehensive Income | |
The Company has adopted ASC 211-05 effective January 1, 2012 which requires entities to report comprehensive income within a continuous statement of comprehensive income. | |
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. | |
Income Taxes | |
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. | |
Impairment of Long-Lived Assets | |
Long-lived assets, primarily fixed assets and intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. | |
Research and Development | |
The Company expenses research and development costs as incurred. | |
Fair Value Measurements | |
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. | |
The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: | |
Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); | |
Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and | |
Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). | |
Financial instruments classified as Level 1 - quoted prices in active markets include cash. | |
These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable, accrued expenses and due to related parties. | |
Uncertainty in Income Taxes | |
Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. | |
ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. | |
As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does meet the more-likely-than-not threshold as of December 31, 2013. | |
Recent Accounting Pronouncements | |
Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements. |
3_Equipment
3. Equipment | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Text Block [Abstract] | ' | |||||||
3. Equipment | ' | |||||||
The Company’s equipment is as follows: | ||||||||
December 31, | March 31, | |||||||
2013 | 2013 | Estimated Life | ||||||
Computer and office equipment | $ | 55,085 | $ | 49,951 | 5 years | |||
Less: accumulated depreciation | 28,232 | 21,569 | ||||||
$ | 26,853 | $ | 28,382 |
4_Intangible_Assets
4. Intangible Assets | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
4. Intangible Assets | ' | |||||||
Intangible assets consist of the cost of: (1) a license fee with Green Hygienics, Inc. (see Notes 1, 5 and 8). The Company has paid cash of $143,750 and the chief executive officer contributed 2,500,000 shares of the Company's common stock valued at $106,250 for a total license fee value of $250,000 and (2) A strategic alliance agreement to utilize technology owned by Bacterial Robotics in the cleansing of nuclear wastewater created by the operation of a nuclear power plant. The company paid cash of $25,000 and issued a warrant for up to 75,000,000 shares of the Company's common stock valued at $1,139,851. The Company’s intangible assets are as follows: | ||||||||
December 31, | March 31, | |||||||
2013 | 2013 | Estimated Life | ||||||
Licensing fee | $ | 1,414,851 | $ | - | 5 years | |||
Less: accumulated amortization | 41,420 | - | ||||||
$ | 1,373,431 | $ | - | |||||
5_License_Agreement
5. License Agreement | 9 Months Ended |
Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
5. License Agreement | ' |
Immunovative Therapies, Ltd. | |
On December 12, 2011, the Company entered into a License Agreement (the “License Agreement”) with Immunovative Therapies, Ltd., an Israeli Corporation (“ITL”), pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all product candidates (the “Licensed Products”) based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covers two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vaz TM (“Licensed Products”). | |
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013 and that the Company had complied in all material respect with the License Agreement therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. No value has been assigned to the ITL shares as they are deemed to be worthless. | |
Green Hygienics, Inc. | |
On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1 and 8). The Licensing Agreement with GHI will enable the Company, on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products to commercial entities including medical facilities, schools, and more. The Company agreed to pay $250,000 for the licensing rights and issued 4,347,826 shares of common stock of the Company to GHI whereas GHI’s parent company, GNIN, issued the Company 625,000 shares of common stock of GNIN. The terms of the Licensing Agreement provides the equal recognition of profits between the Company and GHI on the sales by the Company. | |
As of December 31, 2013, the Company has paid $143,750 of the $250,000 licensing fee in cash and the Chief Executive Officer contributed 2,500,000 shares of common stock of the Company in lieu of the remaining $106,250. The Company will amortize the licensing fee over the five year life of the licensing agreement. | |
Bacterial Robotics, LLC | |
On October 29, 2013, the Company entered into a strategic alliance agreement between the Company and Bacterial Robotics, LLC (the Parties) to develop a relationship for the research and development of the NuclearBot Technology that will be marketed and monetized pursuant to a Definitive Agreement. Accordingly, subject to the terms of this agreement, (a) Bacterial Robotics agrees to develop a whitepaper which may be delivered as a readable electronic file, on the subject of utilizing the NuclearBot Technology in the cleansing of nuclear wastewater created in the operation of a nuclear power plant (the "Whitepaper"), which Bacterial Robotics shall deliver to the Company within ninety (90) days of the agreement, which may be extended upon mutual agreement based upon unexpected complexities, and (b) the Parties agree to use commercially reasonable efforts in good faith to (1) identify prospective pilot programs, projects and opportunities for the NuclearBot Technology for the Parties to strategically and jointly pursue, (2) enter into a joint venture, in which the Company will be the majority and controlling owner, for the purpose of (A) marketing and selling products and services utilizing the NuclearBot Technology, (B) sublicensing the NuclearBot Technology and (C) owning all improvements to the NuclearBot Technolgoy, and other inventions and intellectual property, jointly developed by the Parties and (3) negotiate its terms and conditions of Definitive Agreements. As consideration for the Strategic Alliance, the Company issued a $25,000 deposit upon signing the agreement. Additionally, the Company issued a 5 year warrant for up to 75,000,000 shares of the Company's common stock with a value of $1,139,851. | |
6_Convertible_Notes_and_Notes_
6. Convertible Notes and Notes Payable | 9 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
6. Convertible Notes and Notes Payable | ' |
Convertible Notes Payable | |
During the period of February 22, 2013 to December 31, 2013, the Company entered into 8% convertible promissory notes with various individuals aggregating $361,425. The notes are unsecured and are due 180 days from the date of issue. Should the notes not be repaid at the respective maturity date, the lender has the right to convert the unpaid principal and interest into common stock of the Company at $0.025 per share. During the nine months ended December 31, 2013, $265,000 of the notes were converted into 10,600,000 shares of the Company's common stock. The balance at December 31, 2013 was $96,425. | |
On October 19, 2012, the Company entered into a one year convertible promissory note agreement for $445,000 with JMJ Financial, a California based institutional investor. The note is non-interest bearing for the first 90 days and subsequent to that, the note has an interest rate of 5% per annum. The note, at the holder’s option, is convertible at $0.15 per share and if the price per share at the time of conversion is greater than $0.15 per share, on average for the previous 25 trading days, the conversion rate shall have a 25% discount, with the minimum price of $0.15 per share. The Company paid an origination fee of 200,000 shares of its common stock to secure the loan. On November 14, 2012, the Company received $150,000 and an additional $25,000 on March 27, 2013. The 25% discount created a beneficial conversion feature at the commitment date aggregating $37,500 representing a discount which is being accreted monthly from the issuance date of the note through maturity and is recorded as additional interest expense. At March 31, 2013, the loan balance is $106.425, net of unamortized discount of $68,575. During the nine months ended December 31, 2013, the Company issued 9,900,000 shares of its common stock to convert the note. Under the terms of the original agreement, approximately 4,125,000 shares were required to be issued. To entice the conversion, the Company issued an additional 5,775,000 shares resulting in a loss on conversion of $321,000. | |
The Company during the nine months ended December 31, 2013 and at various times has entered into convertible debt instruments with interest rates ranging between 8 and 10% per annum. The total proceeds from the notes aggregated $1,378,713. The notes are convertible into shares of the Company's common stock with varying price ranges. During the nine months ended December 31, 2013, the Company recorded a beneficial conversion feature of $848,014. At December 31, 2013, the Convertible notes were carried at $558,773 net of unamortized discount of $377,589. | |
7_Related_Parties
7. Related Parties | 9 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
7. Related Parties | ' |
On May 31, 2013, the Company executed a licensing agreement with GHI (see Notes 1, 4, 5 and 8). The Company’s former CFO, Bruce Harmon, is the CFO and Chairman of GNIN, the parent company of GHI. |
8_Stockholders_Equity_Deficit
8. Stockholders' Equity (Deficit) | 9 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
8. Stockholders' Equity (Deficit) | ' | ||||||||||||
Common Stock | |||||||||||||
During the year ended March 31, 2012, the Company sold for cash under private placement agreements 6,624,452 shares of its common stock at $0.05 per share. | |||||||||||||
During the year ended March 31, 2012, the Company issues to various consultants 14,485,000 shares of its common stock at prices ranging between $0.10 and $0.14 per share. These shares were valued at the market price of the stock on the date of the commitment. These consulting agreements were issued to the consultants to assist the Company in developing business strategies, assist in capital introductions, and other mutually agreed upon services. The aggregate value of the shares has been recorded as stock based compensation. | |||||||||||||
The Company issues 1,565,000 shares of its common stock in connection with the settlement agreements. The shares were valued at $0.14, the value at the date of settlement | |||||||||||||
During the year ended March 31, 2012, the Company converted unpaid rent on the corporate office in the amount of $78,000. Accordingly, 709,090 shares of the Company’s common stock were issued at $0.1098 per share. The rent was payable to a party related to the former chief executive officer. | |||||||||||||
On July 11, 2011, the Company converted a $500,000 debenture along with accrued penalties for being in default and accrued unpaid interest into 10,000,000 shares of the Company’s common stock and recognized a loss on extinguishment of $336,836. | |||||||||||||
During the year ended March 31, 2013, the Company sold for cash under private placement agreements, 48,844,286 shares of its common stock at an average price of $0.10 per share. | |||||||||||||
On May 15, 2012, the former chief executive officer’s employment contract was amended to award him an additional 2,500,000 shares of the Company’s common stock at $0.10 per share, the value at the date of commitment. Additionally, his employment contract was amended to award him an additional 2,500,000 shares conditional upon the Company raising a total of $7,500,000 in private placement funds. | |||||||||||||
On May 15, 2012, the strategic planning vice president was issued a consulting agreement for 36 months. In connection with the agreement, he was issued 2,500,000 shares of the Company’s common stock and an additional 2,500,000 shares conditional upon the Company raising a total of $7,500,000 in private placement funds. | |||||||||||||
The Company issued 200,000 shares of its common stock at $0.125 per share to obtain the rights to a domain name. | |||||||||||||
On May 21, 2012, the Company issued 2,720,000 shares of its common stock to convert the Caete Invest & Trade, S.A. debt plus accrued interest. The note principal and accrued interest aggregated $225,819. | |||||||||||||
During the year ended March 31, 2012, the Company converted $95,575 of accounts payable by issuing 1,592,920 shares of its common stock at an average price of $0.06 per share. | |||||||||||||
On October 19, 2012, the Company issued 200,000 shares of its common stock to obtain a loan at $0.15 per share. | |||||||||||||
On August 22, 2012, a signing bonus in the amount of 1,500,000 shares was issued to the chief executive officer in connection with his employment contract. The shares were valued at $0.20 per share, the value at commitment date. | |||||||||||||
In December 2012, the board approved the issuance of an additional 4,000,000 shares to the Company’s chief executive officer. The shares were valued at $0.04 per share, the value at the date of commitment. | |||||||||||||
In connection with the chief financial officer consulting agreement dated September 1, 2012, and subsequent modification, 2,000,000 shares were awarded at a price ranging from $0.06 to $0.20 per share. | |||||||||||||
The Company, during the course of the year has issued 2,150,000 shares of its common stock at prices ranging from $0.10 to $0.25 per share for legal services. | |||||||||||||
Commencing October 2012, the chief executive officer received 360,000 shares (60,000 per month) of the Company’s common stock as salary in lieu of cash. These shares were valued between $0.04 and $0.24 per share. His employment agreement was subsequently modified in December 2012 to begin cash compensation in addition to the 60,000 shares award per month. | |||||||||||||
During the year ended March 31, 2013, the Company issued to various consultants 30,878,983 shares of its common stock at prices ranging between $0.10 and $0.29 per share. These shares were valued at the market price of the common stock on the date of commitment. There consulting agreement were issued to the consultants to assist the Company in developing business strategies, assist in capital introductions and the mutually agreed upon services. The aggregate value of the shares has been recorded as stock-based compensation. | |||||||||||||
The Company issued 5,335,000 shares of its common stock and 643,956 in cash as commissions related to the private placement agreements. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued to its chief financial officer 360,000 shares of its common stock at $0.04 to $0.07 per share for services rendered in accordance with his consulting contract. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued 4,569,848 shares of its common stock in exchange for $141,350. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued to its chief executive officer a total of 7,790,000 shares of its common stock at prices ranging from $0.02 to $0.08 per share for services in lieu of cash compensation. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued to its chief operating officer a total of 5,250,000 shares of its common stock at prices ranging from $0.02 to $0.09 per share for services in lieu of cash compensation. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued collectively 63,635,121 at prices ranging from $0.02 to $0.09 per share for the conversion of a $1,203,354 convertible debt. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued to various consultants collectively 80,461,224 shares of its common stock at prices ranging from $0.02 to $0.09 per share. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued 1,500,000 at $0.04 per share in settlement of legal fees. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued 7,000,000 shares at $0.03 per share for a commitment fee relating to a convertible debt arrangement. | |||||||||||||
During the nine months ended December 31, 2013, the Company issued 4,387,826 shares of its common stock to Green Hygienics in connection with a license agreement. | |||||||||||||
During the nine months ended December 31, 2013, the chief executive officer contributed 2,500,000 shares to the Company to fully pay up the Green Hygienics license fee. The shares were valued at $0.04 per share totaling $106,250. | |||||||||||||
In connection with the consulting agreements and the board advisory agreements, the agreements have as part of the compensation arrangements, the following clauses: a) the consultant will be reimbursed for all reasonable out of pocket, b) to the extent the consultant introduces the Company to any sources of equity or debt arrangements, the Company agrees to pay 8% to 10% in cash and 8% to 10% in common stock of the Company of all cash amounts actually received by the Company and 2% for debt arrangements, and c) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. | |||||||||||||
Warrants for Common Stock | |||||||||||||
The following table summarizes the activity of the warrants for common stock issued in 2010 in connection with consulting agreements outstanding as at December 31, 2013: | |||||||||||||
Number of | Exercise | Expiration | |||||||||||
Warrants | Price | Date | |||||||||||
Balance March 31, 2013 | 394,465 | $ | 0.75 | Aug-14 | |||||||||
Exercised | - | ||||||||||||
Balance December 31, 2013 | 394,465 | ||||||||||||
The warrants were valued utilizing the following assumption employing the Black-Scholes Pricing Model: | |||||||||||||
Volatility | 241.65% to 244.92% | ||||||||||||
Risk-free rate | 1.34% to 0.41% | ||||||||||||
Dividend | - | ||||||||||||
Expected life of warrants | 3 | ||||||||||||
Stock Options | |||||||||||||
On February 1, 2012, the Company awarded 5,000,000 options to purchase common shares to its former Chief Executive Officer and 5,000,000 options to purchase common shares to the vice president – strategic planning, currently the Chief Executive Officer. These options vested immediately and were for services performed. The Company recorded stock-based compensation expense of $1,400,000 for the issuance of these options. The following weighted average assumptions were used for Black-Scholes option-pricing model to value these stock options: | |||||||||||||
Volatility | 220 | % | |||||||||||
Expected dividend rate | - | ||||||||||||
Expected life of options in years | 10 | ||||||||||||
Risk-free rate | 1.87 | % | |||||||||||
A summary of option activity as of December 31, 2013, and changes during the period then ended, is presented below: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | Aggregate | |||||||||||
Exercise | Number of | Contractual | Intrinsic | ||||||||||
Options | Price | Shares | Term | Value | |||||||||
Balance March 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
Options granted | - | - | - | - | |||||||||
Options exercised | - | - | - | - | |||||||||
Options cancelled/forfeited | - | - | - | - | |||||||||
Balance at December 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
Exercisable at December 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
In connection with the strategic alliance with Bacterial Robotics, LLC, the Company isued on October 29, 2013 a warrant to acquire up to 75,000,000 shares of the Company’s Common stock. The warrant was valued at $1,139,851 utilizing the Black-Scholes option-pricing model. The assumptions utilized in the claculations are as follows: | |||||||||||||
Volatility | 168.32 | % | |||||||||||
Expected dividend rate | - | ||||||||||||
Expected life of warrant in years | 5 | ||||||||||||
Risk-free rate | 1.27 | % | |||||||||||
A summary of Warrant activity as of November 31, 2013 is presented below: | |||||||||||||
Number of Warrants Outstanding | Exercise Price | Exercise Date | |||||||||||
Balance March 31, 2013 | - | - | - | ||||||||||
Granted - October 29, 2013 | 75,000,000 | $ | 10.026 | 29-Oct-18 | |||||||||
Exercised | - | ||||||||||||
Cancelled | - | ||||||||||||
Balance December 31, 2013 | 75,000,000 | ||||||||||||
9_Commitments
9. Commitments | 9 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
9. Commitments | ' |
On August 22, 2012, the Company entered into an employment agreement with Seth M. Shaw, its chief executive officer. The agreement provides for annual compensation of $132,000. Mr. Shaw previously elected to forgo cash compensation and receive 60,000 shares of the Company’s common stock on a monthly basis. However, as the only principal officer and director, he decided to take the cash compensation as well and is in the process of modifying his employment agreement. | |
The Company is liable for an additional $25,000 in connection with the strategic alliance agreement with Bacterial Robotics, LLC. | |
10_Subsequent_Events
10. Subsequent Events | 9 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
10. Subsequent Events | ' |
On January 28, 2014 (the "Closing Date"),the Company completed its acquisition of Pilus Energy LLC, an Ohio limited liability company (“Pilus Energy”), 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 January 28, 2014 (collectively, the “Merger Agreement”) by and among the Company, Pilus Acquisition, LLC, an Ohio limited liability company (“Pilus Acquiror”), Bacterial Robotics, LLC, an Ohio limited liability company (“BR”), Pilus Energy, Daniel J. Hassett, PhD, (“Hassett”) and Cody Harrison (“Harrison”), and such other individuals who joined as parties to the Merger Agreement by execution of a joinder agreement prior to the closing of the merger transaction. | |
Pursuant to the terms of the Merger Agreement, on the Closing Date, Pilus Acquiror merged with and into Pilus Energy, with Pilus Energy being the surviving entity and becoming a wholly owned subsidiary of the Company. The Company will pay BR a total cash consideration of $50,000, payable by February 20, 2014, in connection with the Merger Agreement, and issued Warrants exercisable for up to 100 million shares of Common Stock of the Company (the “Warrants”) to BR, its members and Pilus Energy’s members, who each exchanged, on a pro-rata basis, their membership interests in BR and Pilus Energy for the Warrants. | |
In addition, the parties to the Merger Agreement, dated November 25, 2013, agreed to amend certain covenants and closing conditions thereto prior to the closing of the Merger. The material changes set forth in the Amendment No. 1 to the Merger Agreement included: (i) the elimination of the covenant that the Company complete a reverse stock split as a condition to closing of the Merger, (ii) a replacement of the requirement to raise $2.25 million by the Company within 180 days of execution of the Merger Agreement, with a requirement that the Company instead agreed to pay BR (a) $75,000 upon the receipt by the Company of the first $1 million of funding for pilot programs or other projects utilizing the intellectual property assigned to the Company by Pilus Energy as part of the Merger and (b) $100,000 upon receipt by the Company of a second $1 million in funding by the Company for the purpose of funding projects that use the intellectual property acquired in the merger, (iii) revise certain Intellectual Property sections of the Merger Agreement to reflect the right to use certain Trademarks and Trade Secrets by Tauriga, (iv) add a covenant that the Company will cover the costs related to Pilus Energy’s intellectual property following the consummation of the Merger, (v) add a covenant that Tauriga shall establish a stock option plan for BR, (vi) add a guarantee that key man insurance is in place by the closing of the Merger, (vi) address a plan for management of Pilus Energy following the merger, and (vii) revise the Merger Agreement to reflect the Assignment (and ownership) of certain Pilus Energy intellectual property, rather than the granting of a License to use such intellectual property. | |
In connection with the closing of the merger, BR, Jason E. Barkeloo, the Chief Executive Officer of BR, Hassett, Harrison and each member of Pilus Energy entered a Release and Covenant Not to Sue in favor of the Company, and a Standstill and Voting Agreement with the Company, agreeing to restrictions on acquisition of additional Company capital stock, transactions involving Company or proxy solicitations. The BR and Pilus Energy members that were not previously a party to the Merger Agreement (at the time of initial signing on November 25, 2013), also signed a Joinder Agreement binding them to the terms of the Merger Agreement prior to the Closing. | |
Subsequent to December 31, 2013, the Company issued 54,557,827 shares in connection with the Conversion of Convertible Notes and issued 67,014,000 in connection with consulting agreements. | |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Nature of Business | ' |
The Company, prior to December 12, 2011, was involved in the business of exploiting new technologies for the production of clean energy. The Company is now moving in the direction of a diversified biotechnology company which includes medical devices and the development of proprietary drug compounds. The mission of the company is to acquire a diversified portfolio of medical technologies. | |
In May 2011, the Company had entered into an exclusive memorandum of understanding with Immunovative Therapies, Ltd. (“ITL”) (an Israeli company) whereby the Company would acquire a subsidiary of ITL. On December 12, 2011, the Company terminated this memorandum of understanding and entered into a License Agreement (the “License Agreement”) with ITL, pursuant to which the Company received an immediate exclusive and worldwide license to commercialize all the Licensed Products based on ITL’s current and future patents and a patent in-licensed from the University of Arizona. The license granted covered two experimental products for the treatment of cancer in clinical development called AlloStim TM and Allo Vax TM (“Licensed Products”). On May 8, 2012, the Company changed its name to Immunovative, Inc. to better reflect its new direction on the development and commercialization of the next generation of immunotherapy treatments. | |
On January 8, 2013, the Company received from ITL, a notice by which ITL purported to terminate the License Agreement dated December 9, 2011 between the Company and ITL (the “ITL Notice”), along with alleged damages. It is the Company’s position that ITL breached the License Agreement by delivering the ITL Notice and, that prior to the ITL Notice, the License Agreement was in full force and, on January 17, 2013, and that the Company had complied in all material respects with the License Agreement and therefore the Company believes that there are no damages to ITL. As such, on January 17, 2013, the Company filed a lawsuit against ITL, which included the request for various injunctive relief against ITL for damages stemming from this breach. On February 19, 2013, the Company and ITL entered into a settlement agreement whereby the parties have agreed to the following: (1) the Company will submit a letter to the Court advising the Court that the parties have reached a settlement and that the Company is withdrawing its motion, (2) ITL will pay the Company $20,000, (3) ITL will issue to the Company, ITL’s share capital equivalent to 9% of the issued and outstanding shares of ITL, (4) the Company will change its name and (5) the settling parties agree that the license agreement will be terminated. | |
On March 13, 2013, the Company changed its name to Tauriga Sciences, Inc. to better reflect its new direction. The Company traded under the symbol “TAUG” beginning on April 9, 2013. | |
On May 31, 2013, the Company signed a Licensing Agreement with Green Hygienics, Inc. (“GHI”) to enable the Company on an exclusive basis for North America, to market and sell 100% tree-free, bamboo-based, biodegradable, hospital grade wipes, as well as other similar products. The Company contracted to pay $250,000 for the licensing rights and issued 4,347,826 shares of common stock of the Company to GHI whereas GHI’s parent company, Green Innovations Ltd. (“GNIN”) has issued the Company 625,000 shares of common stock of GNIN. The Company paid $143,730 in cash to GHI and, in lieu of the remaining $106,270 to be paid in cash, the chief executive officer issued from his personal holdings of Company stock to GHI an additional 2,500,000 shares of common stock of the Company. The shares issued by the chief executive officer were recorded as a capital contribution. See Notes 4, 5, and 8. | |
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 Energy, LLC (“Pilus”), a Ohio limited liability company and 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. | |
Basis of presentation | ' |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. | |
These unaudited consolidated financial statements should be read in conjunction with our 2013 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on June 12, 2013. | |
Going Concern | ' |
As indicated in the accompanying consolidated financial statements, the Company has incurred net operating losses of $5,489,199 for the nine months ended December 31, 2013. Since inception of development stage, the Company has incurred net losses of $21,230,874. Management’s plans include the raising of capital through equity markets to fund future operations and cultivating new license agreements or acquiring ownership in medical companies. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreement or ownership interests in medical companies and generate adequate revenues, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Use of Estimates | ' |
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Foreign Currency Translation | ' |
Commencing with the quarter ended June 30, 2012, the Company considers the U.S. dollar to be its functional currency. Prior to March 31, 2012, the Company considered the Canadian dollar to be its functional currency. Assets and liabilities were translated into U.S. dollars at year-end exchange rates. Statement of operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were included in accumulated other comprehensive gain or loss, a separate component of stockholders’ deficit. | |
Cash Equivalents | ' |
For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. | |
Equipment and Depreciation | ' |
Equipment is stated at cost and is depreciated using the straight line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. | |
Intangible Assets | ' |
Intangible asset, consisting of a licensing fee, is stated at cost and has been determined to have a five year life based on the terms of the licensing agreement. | |
Consolidated Financial Statements | ' |
The financial statements include the accounts and activities of Tauriga Sciences, Inc. and its wholly-owned Canadian subsidiary, Tauriga Canada, Inc. (formerly known as Immunovative Canada, Inc.) All inter-company transactions have been eliminated in consolidation. | |
Net Loss Per Common Share | ' |
The Company computes per share amounts in accordance with ASC Topic 260 Earnings per Share (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods. A fully diluted calculation is not presented since the results would be anti-dilutive. | |
Stock-Based Compensation | ' |
The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. | |
The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods through the vesting dates based on the fair value of the options or warrants at the end of each period. | |
The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services. | |
Comprehensive Income | ' |
The Company has adopted ASC 211-05 effective January 1, 2012 which requires entities to report comprehensive income within a continuous statement of comprehensive income. | |
Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income. | |
Income Taxes | ' |
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. | |
Impairment of Long-Lived Assets | ' |
Long-lived assets, primarily fixed assets and intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. | |
Research and development | ' |
The Company expenses research and development costs as incurred. | |
Fair Value Measurements | ' |
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. | |
The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: | |
Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); | |
Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and | |
Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). | |
Financial instruments classified as Level 1 - quoted prices in active markets include cash. | |
These consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable, accrued expenses and due to related parties. | |
Uncertainty in Income Taxes | ' |
Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. | |
ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. | |
As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does meet the more-likely-than-not threshold as of December 31, 2013. | |
Recent Accounting Pronouncements | ' |
Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements. |
3_Equipment_Tables
3. Equipment (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Text Block [Abstract] | ' | |||||||
Equipment | ' | |||||||
December 31, | March 31, | |||||||
2013 | 2013 | Estimated Life | ||||||
Computer and office equipment | $ | 55,085 | $ | 49,951 | 5 years | |||
Less: accumulated depreciation | 28,232 | 21,569 | ||||||
$ | 26,853 | $ | 28,382 |
4_Intangible_Assets_Tables
4. Intangible Assets (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Intangible Assets Tables | ' | |||||||
Intangible Assets | ' | |||||||
December 31, | March 31, | |||||||
2013 | 2013 | Estimated Life | ||||||
Licensing fee | $ | 1,414,851 | $ | - | 5 years | |||
Less: accumulated amortization | 41,420 | - | ||||||
$ | 1,373,431 | $ | - |
8_Stockholders_Equity_Deficit_
8. Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Warrants | ' | ||||||||||||
Number of | Exercise | Expiration | |||||||||||
Warrants | Price | Date | |||||||||||
Balance March 31, 2013 | 394,465 | $ | 0.75 | Aug-14 | |||||||||
Exercised | - | ||||||||||||
Balance December 31, 2013 | 394,465 | ||||||||||||
Pricing model to value Stock Options | ' | ||||||||||||
The warrants were valued utilizing the following assumption employing the Black-Scholes Pricing Model: | |||||||||||||
Volatility | 241.65% to 244.92% | ||||||||||||
Risk-free rate | 1.34% to 0.41% | ||||||||||||
Dividend | - | ||||||||||||
Expected life of warrants | 3 | ||||||||||||
Stock Options | |||||||||||||
Volatility | 220 | % | |||||||||||
Expected dividend rate | - | ||||||||||||
Expected life of options in years | 10 | ||||||||||||
Risk-free rate | 1.87 | % | |||||||||||
Stock Options | ' | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | Aggregate | |||||||||||
Exercise | Number of | Contractual | Intrinsic | ||||||||||
Options | Price | Shares | Term | Value | |||||||||
Balance March 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
Options granted | - | - | - | - | |||||||||
Options exercised | - | - | - | - | |||||||||
Options cancelled/forfeited | - | - | - | - | |||||||||
Balance at December 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
Exercisable at December 31, 2013 | $ | 0.1 | 10,000,000 | 8.92 | $ | 400,000 | |||||||
Summary of warrant activity | ' | ||||||||||||
Volatility | 168.32 | % | |||||||||||
Expected dividend rate | - | ||||||||||||
Expected life of warrant in years | 5 | ||||||||||||
Risk-free rate | 1.27 | % | |||||||||||
Number of Warrants Outstanding | Exercise Price | Exercise Date | |||||||||||
Balance March 31, 2013 | - | - | - | ||||||||||
Granted - October 29, 2013 | 75,000,000 | $ | 10.026 | 29-Oct-18 | |||||||||
Exercised | - | ||||||||||||
Cancelled | - | ||||||||||||
Balance December 31, 2013 | 75,000,000 | ||||||||||||
1_Nature_of_Business_and_Going1
1. Nature of Business and Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | ||
Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Nature Of Business And Going Concern Details Narrative | ' | ' | ' | ' | ' |
Net operating losses | $1,599,159 | $3,592,683 | $5,489,199 | $8,207,636 | $21,230,874 |
Stock-based compensation | ' | ' | -3,101,043 | -2,924,227 | -11,498,376 |
Impairment of advances to Immunovative Therapies, Ltd. for future stock ownership | ' | ($885,000) | ' | ($2,714,049) | ($3,533,214) |
3_Equipment_Details
3. Equipment (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2013 | |
Equipment Details | ' | ' |
Computer and office equipment | $55,085 | $49,951 |
Less: accumulated depreciation | 28,232 | 21,569 |
Equipment, Net | $26,853 | $28,382 |
Computer and office equipment useful life | '5 years | ' |
4_Intangible_Assets_Details
4. Intangible Assets (Details) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2013 | |
Intangible Assets Details | ' | ' |
Licensing fee | $1,414,851 | ' |
Less: accumulated amortization | 41,420 | ' |
Intangible Asset | $1,373,431 | ' |
Intangible Asset Estimated Life | '5 years | ' |
4_Intangible_Assets_Details_Na
4. Intangible Assets (Details Narrative) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Intangible Assets Details Narrative | ' | ' |
Intangible Assets - domain name | $1,373,431 | ' |
8_Stockholders_Equity_Deficit_1
8. Stockholders' Equity (Deficit) (Details) (USD $) | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | |
Number of Options Outstanding | 10,000,000 | 10,000,000 | ' |
Number of Options Exercised | ' | ' | ' |
Weighted Average Exercise Price Outstanding | $0.10 | ' | $0.10 |
Weighted Average Exercise Price Exercised | ' | ' | ' |
Warrant [Member] | ' | ' | ' |
Number of Options Outstanding | 394,465 | 394,465 | ' |
Number of Options Exercised | ' | ' | ' |
Weighted Average Exercise Price Outstanding | $0.75 | ' | $0.75 |
Outstanding options expiration date | 'August 2014 | ' | ' |
8_Stockholders_Equity_Deficit_2
8. Stockholders' Equity (Deficit) (Details 1) | 9 Months Ended |
Dec. 31, 2013 | |
Volatility | 168.32% |
Risk-free rate | 1.27% |
Expected life | '5 years |
StockOptions [Member] | ' |
Volatility | 220.00% |
Risk-free rate | 1.87% |
Dividend rate | 0.00% |
Expected life | '10 years |
Warrant [Member] | ' |
Volatility, Minimum | 241.65% |
Volatility, Maximum | 244.92% |
Risk-free rate, Minimum | 0.41% |
Risk-free rate, Maximum | 1.34% |
Dividend rate | 0.00% |
Expected life | '3 years |
8_Stockholders_Equity_Deficit_3
8. Stockholders' Equity (Deficit) (Details 2) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | |
Stockholders Equity Deficit Details 2 | ' | ' |
Number of Options Outstanding | 10,000,000 | 10,000,000 |
Number of Options Granted | ' | ' |
Number of Options Exercised | ' | ' |
Number of Options Forfeited | ' | ' |
Number of Options Exercisable | 10,000,000 | ' |
Weighted Average Exercise Price Outstanding | $0.10 | $0.10 |
Weighted Average Exercise Price Granted | ' | ' |
Weighted Average Exercise Price Exercised | ' | ' |
Weighted Average Exercise Price Forfeited | ' | ' |
Weighted Average Exercise Price Exercisable | $0.10 | ' |
Weighted Average Remaining Contractual Life (in years) Outstanding | '8 years 11 months 1 day | ' |
Weighted Average Remaining Contractual Life (in years) Exercisable | '8 years 11 months 1 day | ' |
Aggregate Intrinsic Value Outstanding | $400,000 | $400,000 |
Aggregate Intrinsic Value Granted | ' | ' |
Aggregate Intrinsic Value Exercised | ' | ' |
Aggregate Intrinsic Value Forfeited/canceled | ' | ' |
Aggregate Intrinsic Value Exercisable | $400,000 | ' |
8_Stockholders_Equity_Deficit_4
8. Stockholders' Equity (Deficit) (Details 3) | 9 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity Deficit Details 3 | ' |
Volatility | 168.32% |
Expected life | '5 years |
Risk-free rate | 1.27% |
8_Stockholders_Equity_Deficit_5
8. Stockholders' Equity (Deficit) (Details 4) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | |
Number of Warrants Granted | ' | ' |
Number of Warrants Exercised | ' | ' |
Number of Warrants Forfeited | ' | ' |
Weighted Average Exercise Price Outstanding | $0.10 | $0.10 |
Exercise Price Granted | ' | ' |
Exercise Price Exercised | ' | ' |
Exercise Price Forfeited | ' | ' |
Warrants | ' | ' |
Number of Warrants Granted | 75,000,000 | ' |
Weighted Average Exercise Price Outstanding | $75,000,000 | ' |
Exercise Price Granted | $10.03 | ' |
Exercise Date | 'Octobe 29, 2018 | ' |