SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Corporate Matters

On January 25, 2016, Mr. Seth M. Shaw succeeded Mr. Joshua Kimmel as Chief Executive Officer of the Company. Mr. Kimmel resigned as a director and officer of the Company at that time. On April 5, 2016,Mr. Shinsuke Nakano was appointed CEO of the Company. Simultaneously, Mr. Shaw was appointed Interim Chief Financial Officer and Director.

On February 5, 2016 the Company filed a definitive Form 14A ("shareholder proxy") to amend the authorized issuable common shares from 500,000,000with a par value of $0.001 per share to 8,000,000,000 common shares with a par value of $0.001 per share. This Authorized Share Increase Amendment was approved by the Board of Directors on February 1, 2016. The Board of Directors elected to obtain stockholder approval of the Authorized Share Increase Amendment by written consent (“Written Consent”) pursuant to Article II, Section 12 of our Bylaws and Section 78.370 of the Nevada Revised Statues. The close of business on February 4, 2016 has been fixed as the record date for the determination of holders of our Common Stock entitled to receive notice of and discretion to approve the Authorized Share Increase Amendment.

On March 15, 2016 the Company’s shareholders ratified managements restructuring plan by approving the increase in authorized shares to 8,000,000,000 (Quorum was achieved with 50.9% of outstanding shares having voted.)

On April 6, 2016, Mr. Shinsuke Nakano assumed the position of Director, Chairman of the Board ("Chairman") and Chief Executive Officer ("CEO"); and the Company appointed Mr. Takehiro Abe to the position of Chief Operating Officer ("COO") and Director ("Board Member"). The outgoing CEO, Mr. Seth M. Shaw, continues to serve the Company as its Interim Chief Financial Officer ("Interim CFO") and as a Director.

Shinsuke Nakano, 33, is based in Tokyo, Japan and is the founder of AXS Company, Ltd., a successful company dedicated to production of infomercials and TV programs. Thereafter, Mr. Nakano focused on venture capital, and founded White Fox, Co. Ltd. in Japan and launched the Alternative Wall Street Academy ('AWA"), in September, 2015. Mr. Nakano currently has academies in nine cities throughout Japan and is now looking to replicate this business model in the US.

Legal Matters

Comito’s Intellectual Property Lawsuit

On March 9, 2016, the Company Entering into a Comprehensive Settlement Agreement in Federal Lawsuit concerning the transfer of intellectual property and the retirement of $1,000,000 in outstanding promissory notes pursuant to December 18, 2015 lawsuit filed by the Comitos in United States District Court, in the Southern District of Florida (Case No. 15-cv-62653-BB) against the Company and Joshua Kimmel. The Comitos funded directly or through third parties $1,000,000 (see NOTE 7 – Related Party Transactions) for consideration of the purchase of intellectual property assets. 3476863 Canada Inc. (Peter Comito) also funded $50,000 pursuant to a stock purchase agreement on August 24, 2015 that was not fulfilled at the time of filing.

Specifically, the execution of a comprehensive settlement agreement ("the Settlement") with Giovanni Comito and Peter Comito ("Plaintiffs") with respect to Case No, 15-cv-62653-BB filed in United States District Court for the Southern District of Florida. Under terms of the Settlement, the Company will transfer its portfolio of Intellectual Property ("IP" or "Patents") to the Plaintiffs in exchange for the termination of all pending litigation. The Company will retain ownership of the name "Breathe" and related trademarks, which later were relinquished as part of the settlement agreement with Breathe LLC on March 30, 2016.

Additionally, the Company agreed to issue to the Plaintiffs and their affiliated parties 85,832,640 shares of common stock (the "Settlement Shares"). The Settlement Shares will be "restricted securities" as defined by the Securities Act of 1933, as amended.

On March 28, 2016 the Company issued 85,832,640 common shares to satisfy this term and provision of settlement agreement with Comitos.

In addition, as a result of the Settlement, the Company has retired $1,000,000 in promissory notes due the plaintiffs.

On March 25, 2016, the Company made final payment to Typenex to extinguish all remaining financial obligations in the amount of $55,000.

Convertible Note Matters

On March 25, 2016, the Company entered into an agreement with the noteholder to amend the clauses in the original note agreement. As a result, the Company was required to pay $20,000 in cash to the noteholder on or before March 31, 2016, which it did, and the noteholder agreed to reset the total balance due to the “Adjust Current Balance” of $123,000 representing 123,000,000 shares to be issued at $0.001. The Company is yet to issue these shares.

On March 29, 2016, the Company entered into an agreement with this noteholder to amend this convertible note to cure the default clause of the original agreement (no notice of default was provided). The event of default was due to the Company’s inability to reserve sufficient shares required by the convertible note agreement based on the total authorized and unissued shares, which was subsequently cured with the increase of the authorized shares to 8,000,000,000 on March 15, 2016. The holder agreed to reset the total balance due to the “Adjust Current Balance” of $40,000. Also, under the agreement the price of future conversions will be set at $0.001. The Company was further required to reserve common shares of not less than 40,000,000. From the date of this agreement, the note shall not be subject to interest.

On March 29, 2016, the Company entered into an agreement with the noteholder to amend this convertible note. As a result, the Company was required to pay $6,271 in cash to the noteholder on or before March 31, 2016, which it did and the noteholder agreed to reset the total balance due to the “Adjust Current Balance” of $78,366. Also, under the agreement the price of future conversions will be set at $0.001. No shares have been issued to the noteholder subsequent to this agreement.

On March 29, 2016, the Company entered into an agreement with the noteholder to amend this convertible note. As a result, the Company was required to pay $3,729 in cash to the noteholder on or before March 31, 2016, which it did, and the noteholder agreed to reset the total balance due to the “Adjust Current Balance” of $46,634. Also, under the agreement the price of future conversions will be set at $0.001. The Company has not issued any shares under this agreement.

Other Note Payable Matters

On February 22, 2016, the Company issued a 30-day promissory note with an investor in the amount of $20,000 at an interest rate of 20% per year. This note carries a default interest rate of 30%. Proceeds received were contractually required to be used for legal settlement and legal and accounting fees. This note was fully settled as part of the March 29, 2016 settlement for stock.

On March 29, 2016, the Company settled certain vendor payables and outstanding notes payable with a third party in the amount of $79,200 in exchange for the issuance of 39,500,000 shares of stock. As of this report date the issuance is still pending.

Trademark Settlement/Disposal of eCigarette Operations

As of March 30, 2016, pursuant to a settlement agreement under trademark litigation with plaintiff, Breathe LLC (a Florida organization), the Company has ceased its continuing operations in the eCigarette business (the effective date of the discontinuance of operations in that industry). In accordance with the settlement agreement, the Company will pay two cash payments($10,000 immediately and $15,000 due by July 31, 2016) and issue 50 million restricted common shares of Company stock (which was issued April 15, 2016 at a value of $50,000) in addition to the transfer of 5,000,000 common shares which it holds in Tauriga Sciences, Inc. (at a value of $0 as this had been written off). The Company further agrees to split 50/50 any future sales of its held inventory. The sale of inventory shall be a joint effort by the two companies and shall last for a duration of one year from April 1, 2016. After such period, the Company will dispose of any remaining inventory.

As a result of the disposal of the business and the discontinuance of the eCigarette operations, the following chart reflects the pro-forma effect of the consolidated financial statements as if this transaction occurred on January 1, 2014:

BREATHE ECIG CORP.
(FORMERLY DNA PRECIOUS METALS, INC.)
CONSOLIDATED STATEMENTS OF DISCOUNTED OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
	DECEMBER 31,
	2015			2014
REVENUE	$	77,194		-
COST OF GOODS SOLD		170,621		-
GROSS LOSS		(93,427)		-
OPERATING EXPENSES
Research and development		2,756		-
Marketing, advertising and promotion		550,213		-
Salaries and related expenses, including stock-based compensation		200,441		-
Professional fees		1,879,601		-
Rent		9,496		-
General and administrative		444,208		-
Total operating expenses		3,086,715		-
OTHER (INCOME) EXPENSE
Loss from Inventory valuation LCM		376,429		-
Total other (income) expense		376,429		-
Net loss before provision for income taxes		(3,556,571)		-
Provision for income taxes		-		-
Net loss	$	(3,556,571)	$	-

BREATHE ECIG CORP.

(FORMERLY DNA PRECIOUS METALS, INC.)

BALANCE SHEET FROM DISCONTINUED OPERATIONS

	December 31, 2015		December 31, 2014
Assets of discontinued operations	$	114,067		—
Liabilities of discontinued operations	$	232,771		—

BREATHE ECIGS CORP.
Loss on disposal of Breathe e-Cigs Corp. (subsidiary)
Inventory, at cost	$	495,217
Less valuation for inventory reserve		(381,150	)
Accounts receivable		14,817
Allowance for doubtful accounts		(14,817	)
Accounts payable and accrued expenses		(157,771	)
Value of stock paid in settlement (50,000,000 shares at par)		(50,000	)
Cash settlement payment		(25,000	)
Loss on disposal of operation	$	(118,704	)

WhiteFox Ventures, Inc.

In an agreement dated as of April 1, 2016, the Company acquired White Fox Ventures, Inc. ("White Fox") for in an undetermined amount of shares equating 85% of the total authorized capital of the Company.  White Fox, a Nevada Corporation possesses an exclusive License Agreement with White Fox Co. Ltd, Japan. Since the license agreement only stipulated a royalty fee on sales, White Fox did not record a value to the agreement. When the Company was completing its due diligence on this acquisition, they determined that the agreement and acquisition were not in the best interests of the Company at this time. The parties are working on an alternative structure at this time. As a result of this, the agreement has been rescinded on May 6th, 2016. The principal of White Fox, Mr. Shinsuke Nakano and investors had invested $196,557 into the Company in the form of payment of various settlements and invoices outstanding. The investment is treated as private placement at $0.0001, whereby the Company, on May 10, 2016, issued to Mr. Nakano and the investors 1,965,570,000 shares of common stock, which will represent about 71.7% of the shares issued and outstanding at the time the agreement was rescinded. In addition, Mr. Nakano for his investment was named as the Chief Executive Officer of the Company and the Chairman of the Board and Mr. Abe was appointed to the positions of Chief Operating Officer ("COO") and Director ("Board Member".)

Accounts Payable Settlements

On April 1, 2016, the Company agreed to terms and paid two vendors to settle a combined outstanding balance of $38,449 for $9,496.

 Share Issuances

On January 4, 2016, the Company issued 16,670,000 shares of common stock to holder of a convertible note dated June 8, 2015.  The noteholder converted $10,002 of principal only for the shares.  The applicable conversion price was $0.0006.  

On March 15, 2016, the Company issued 24,000,000 shares of common stock to holder of a convertible note dated June 10, 2015.  The noteholder converted $6,000 of principal only for the shares.  The applicable conversion price was $0.00025.  

On March 17, 2016, the Company issued 25,000,000 shares of common stock to holder of a convertible note dated June 10, 2015.  The noteholder converted $3,125 of principal only for the shares.  The applicable conversion price was $0.000125.  

On March 21, 2016 the Company issued 85,832,640 shares of common stock were issued to the Comitos and their affiliates pursuant to the Comprehensive Settlement Agreement entered into on March 9, 2016 to convert $1,000,000 in notes payable and acquire the intellectual property of the Company.

On March 22, 2016, the Company issued 27,500,000 shares of common stock to holder of a convertible note dated June 10, 2015.  The noteholder converted $2,063 of principal only for the shares.  The applicable conversion price was $0.000075.  

On April 4, 2016, the Company issued 55,000,000 shares to settled an outstanding note of $50,000 owed to a related party.

On April 11, 2016 the Company issued 20,000,000 shares of common stock to holder of a convertible note dated June 8, 2015.  The noteholder converted $2,030 of principal only for the shares.  The applicable conversion price was $0.0001015.  

On April 15, 2016, the Company issued 50,000,000 common shares pursuant to a settlement agreement entered into on March 30, 2016, concerning trademark litigation with plaintiff, Breathe LLC (a Florida organization.) Share issuance to be recorded at the closing price of the stock as of the day the Company entered into the settlement agreement in the amount of $50,000 (at par value.)

On May 10, 2016, the Company issued 1,965,570,000 shares of common stock to the principal of White Fox, Mr. Shinsuke Nakano and investors who had invested $196,557 into the Company in the form of payment of various settlements and invoices outstanding. The investment was treated as a private placement at $0.0001, whereby the Company issued shares to Nakano and the investors  which represents about 71.7% of the shares issued and outstanding."