STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 5-                STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company was established on June 2, 2006 with 10,000,000 shares of preferred stock authorized with a par value of $0.001. The Company has    not issued any preferred stock.

Common Stock

The Company was established on June 2, 2006 with 100,000,000 shares of common stock authorized with a par value of $0.001. On December 8, 2011, the Company amended the authorized stock to 150,000,000 shares. On March 17, 2014, the Company amended the authorized stock to 500,000,000 shares.

In 2014, the Company issued:

●  During November and December 2014, 14,310,000 private placement shares were issued to investors for an amount totaling $715,500 ($0.05 per share).

●   On January 10, 2014, the Company issued 1,000,000 common shares in connection with an asset purchase valued at $340,000.

●   50,000 shares of common stock upon the exercise of 50,000 stock options by a Director of the Company, at an exercise price of $0.25, for total proceeds of $12,500.

●   400,000 shares were issued for services rendered evaluated at an amount of $121,500.

Also, 4,250,000 shares previously issued to directors or administrators were cancelled.

In 2015, the Company issued:

●  On January 20, 2015 150,000,000 shares were issued in the acquisition of Breathe which was accounted for as a reverse merger.

●  During January 2015, the Company issued 400,000 shares for $20,000, which represented the last of the issuance of shares related to the equity raise that occurred in November and December 2014. The Company also issued 9,150,000 shares for $457,500 in consulting services in January 2015 ($0.05 per share).

●  The Company issued 2,500,000 shares for $125,000 in consulting services rendered in February 2015 ($0.05 per share).

●  The Company issued 5,050,000 shares for $189,375 in consulting services in March 2015 ($0.0375 per share).

●  On March 31, 2015 the Company issued 2,666,667 shares for $100,000 in an investment in Tauriga Sciences, Inc. (“TAUG”). The Company has entered into a license agreement with TUAG to jointly develop a new line of business involving CBD oil cartridges  in March 2015. The Company received from TAUG 10,869,565 shares of TAUG common stock (with a value of $100,000) in exchange for their shares.

The Company received $50,000 at $0.03 per share (1,666,667 shares) in March 2015 under a subscription agreement with a company. The common shares have not been issued as of the date of this report and are reflected as a liability for stock to be issued on the condensed consolidated balance sheet at March 31, 2015.

As of March 31, 2015, the Company has 276,352,667 shares of common stock issued and outstanding.

Stock Options

On August 12, 2013, the Company approved and enacted the 2013 Stock Incentive Plan (the “Plan”). Under the 2013 Stock Incentive Plan, the Company may grant options or share awards to its full-time employees, executive officers, directors and consultants up to a maximum of 8,000,000 common shares. Under the Plan, the exercise price of each option has been established at $0.25. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years.

The following table summarizes information about the Company’s stock options:

	March 31, 2015				December 31, 2014
	Number of Options		Weigthed Average exercisable Price		Number of Options			Weigthed Average exercisable Price
Options outstanding, beginning of period		200,000	$	0.25		1,283,000		$	0.25
Granted		-		-		-			-
Exercised		-		-		(50,000	)		(0.25	)
Forfeited		-		-		(1,033,000	)		(0.25	)
Expired		-		-		-			-
Options outstanding, end of period		200,000		0.25		200,000			0.25

The following table summarizes the ranges of exercise prices of outstanding and exercisable options held by officers and directors as of March 31, 2015:

March 31, 2015						March 31, 2015
Options Outstanding						Options Exercisable
		Weigthed		Weigthed				Weigthed		Weigthed
		average		average				average		average
Number of		remaining		exercise		Number of		remaining		exercise
options		life (years)		price		options		life (years)		price
	200,000		6.40	$	0.25		200,000		6.40	$	0.25

There were no stock options issued in 2015 or 2014 by the Company. The latest options issued in 2013 were determined using the Black-Scholes option–pricing model using the following weighted-average assumptions:

Risk-free interest rate		0.32	%
Dividend yield		-
Volatility		152.50	%
Expected life in years	2 years
Exercise price	$	0.25

Stock options-based compensation expense included in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015 and 2014 were $0.

Warrants

The following table summarizes the Company’s share warrants outstanding as of March 31, 2015 and December 31, 2014:

	March 31, 2015						December 31, 2014
			Weighted		Weigthed				Weighted		Weigthed
			average		average				average		average
	Number of		remaining		exercise		Number of		remaining		exercise
	warrants		life (years)		price		warrants		life (years)		price
Warrants outstanding, beginning of year		1,540,625		1.5	$	0.66		600,000		2	$	0.71
Granted		-		-				940,625		1.6		0.63
Exercised		-		-				-		-
Expired		-		-		-		-		-		-
Warrants outstanding, end of period		1,540,625		1.25	$	0.66		1,540,625		1.5	$	0.66

The following table summarizes the ranges of exercise prices of outstanding warrants as of March 31, 2015:

March 31, 2015
Warrants Outstanding
		Weigthed average		Weigthed average
Number of options		remaining life (years)		exercise price
	250,000		0.5	$	0.30
	100,000		1		0.50
	1,190,625		1.3		0.75
	1,540,625		1.25	$	0.66