Nevada
|
333-178624
|
37-1640902
|
(State or Other Jurisdiction
|
(Commission
|
(I.R.S. Employer
|
of Incorporation)
|
File Number)
|
Identification No.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
||
Non-accelerated filer
|
¨
|
Smaller reporting company
|
þ
|
PART I - FINANCIAL INFORMATION
|
|||||
F-1
|
|||||
1
|
|||||
10
|
|||||
10
|
|||||
PART II - OTHER INFORMATION
|
|||||
10
|
|||||
11
|
|||||
12
|
|||||
12
|
|||||
12
|
|||||
12
|
|||||
13
|
|||||
14
|
|||||
Exhibit 31.1
|
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|
||||
Exhibit 32.1
|
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
||||
EX-101.INS
|
XBRL INSTANCE DOCUMENT
|
||||
EX-101.SCH
|
XBRL TAXONOMY EXTENSION SCHEMA
|
||||
EX-101.CAL
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
||||
EX-101.DEF
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
||||
EX-101.LAB
|
XBRL TAXONOMY EXTENSION LABEL LINKBASE
|
||||
EX-101.PRE
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
|
WHITE FOX VENTURES, INC.
|
||||||||
(FORMERLY BREATHE ECIG CORP.)
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
||||||||
JUNE 30,
|
DECEMBER 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | - | $ | 10,955 | ||||
Prepaid expenses
|
8,333 | 52,051 | ||||||
Investment in Kudzoo, Inc.
|
50,000 | - | ||||||
Assets from discontinued operations
|
113,843 | 114,067 | ||||||
Total current assets
|
172,176 | 177,073 | ||||||
TOTAL ASSETS
|
$ | 172,176 | $ | 177,073 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 353,150 | $ | 444,670 | ||||
Notes payable - current portion
|
172,970 | 319,361 | ||||||
Accrued interest
|
2,552 | 17,162 | ||||||
Liability for stock to be issued
|
51,021 | 82,710 | ||||||
Notes payable - related parties
|
75,000 | 1,175,000 | ||||||
Liabilities of discontinued operations
|
250,443 | 232,771 | ||||||
Total current liabilities
|
905,136 | 2,271,674 | ||||||
TOTAL LIABILITIES
|
905,136 | 2,271,674 | ||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized
|
||||||||
Nil shares issued and outstanding
|
- | - | ||||||
Common stock, $0.001 par value, 8,000,000,000 and 500,000,000 shares authorized, respectively
|
||||||||
38,728,856 and 4,708,113 shares issued and outstanding, respectively
|
38,729 | 4,708 | ||||||
Additional paid in capital
|
8,970,568 | 7,339,096 | ||||||
Accumulated deficit
|
(9,742,257 | ) | (9,438,405 | ) | ||||
Total stockholders' equity (deficit)
|
(732,960 | ) | (2,094,601 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 172,176 | $ | 177,073 |
WHITE FOX VENTURES, INC.
|
||||||||||||
(FORMERLY BREATHE ECIG CORP.)
|
||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2016 AND 2015
|
||||||||||||
(UNAUDITED)
|
SIX MONTHS ENDED
|
THREE MONTHS ENDED
|
|||||||||||||||
JUNE 30,
|
JUNE 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
REVENUE
|
$ | - | $ | - | $ | - | - | |||||||||
COST OF GOODS SOLD
|
- | - | - | - | ||||||||||||
GROSS LOSS
|
- | - | - | - | ||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Professional fees
|
185,901 | 4,459,807 | 55,600 | 4,436,260 | ||||||||||||
General and administrative
|
62,967 | 86,540 | 10,617 | 34,190 | ||||||||||||
Total operating expenses
|
248,868 | 4,546,347 | 66,217 | 4,470,450 | ||||||||||||
OTHER (INCOME) EXPENSE
|
||||||||||||||||
Interest expense, net
|
21,891 | 177,674 | 860 | 174,813 | ||||||||||||
Gain on conversion of debt
|
2,821 | - | 27,500 | - | ||||||||||||
Fair value adjustment on derivative liability
|
- | 60,193 | - | 26,803 | ||||||||||||
Total other (income) expense
|
24,712 | 237,867 | 28,360 | 201,616 | ||||||||||||
Net loss before provision for income taxes
|
(273,580 | ) | (4,784,214 | ) | (94,577 | ) | (4,672,066 | ) | ||||||||
Provision for income taxes
|
- | - | - | |||||||||||||
Net loss from continuing operations
|
$ | (273,580 | ) | $ | (4,784,214 | ) | $ | (94,577 | ) | $ | (4,672,066 | ) | ||||
Loss from discontinued operations
|
$ | (30,272 | ) | $ | (1,891,566 | ) | $ | (6,561 | ) | $ | (1,003,410 | ) | ||||
Net Loss
|
$ | (303,852 | ) | $ | (6,675,780 | ) | $ | (101,138 | ) | $ | (5,675,476 | ) | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
12,930,465 | 2,752,157 | 25,024,651 | 3,156,071 | ||||||||||||
NET LOSS PER SHARE
|
$ | (0.02 | ) | (1.74 | ) | $ | (0.00 | ) | (1.48 | ) |
(FORMERLY BREATHE ECIG CORP.)
|
||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
|
||||||
(UNAUDITED)
|
SIX MONTHS ENDED
|
||||||||
JUNE 30
|
||||||||
2016
|
2015
|
|||||||
(RESTATED)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (303,852 | ) | $ | (6,675,780 | ) | ||
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
||||||||
Depreciation and amortization
|
- | 12,449 | ||||||
Amortization of deferred financing fees
|
- | 6,358 | ||||||
Non-cash interest charges
|
2,062 | |||||||
Amortization of original issue discount
|
19,829 | 6,958 | ||||||
Legal fees incurred deducted from proceeds of notes payable
|
- | 24,250 | ||||||
Gain on extinguishment of debt
|
2,821 | |||||||
Fair value adjustment in derivative liabilities
|
- | 60,193 | ||||||
Common stock/stock options issued or to be issued for services rendered
|
- | 5,891,495 | ||||||
Change in assets and liabilities
|
||||||||
(Increase) decrease in prepaid expenses and deposits
|
43,718 | (865,528 | ) | |||||
Decrease in inventory
|
224 | (120,072 | ) | |||||
Decrease in accounts payable and accrued expenses
|
(155,841 | ) | 262,226 | |||||
Net cash (used in) operating activities
|
(391,039 | ) | (1,397,451 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Acquisition of fixed assets
|
- | - | ||||||
Purchase of Investment in Kudzoo, Inc.
|
(50,000 | ) | - | |||||
Acquisition of mining rights
|
- | - | ||||||
Net cash (used in) investing activities
|
(50,000 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds received from convertible notes
|
- | 770,250 | ||||||
Repayments of notes payable
|
- | (32,500 | ) | |||||
Proceeds from promisory notes - related party
|
47,500 | - | ||||||
Cash paid to purchase price adjustments and derivate rights on stock
|
- | |||||||
Proceeds received for common stock and liability for stock to be issued
|
382,584 | 708,770 | ||||||
Net cash provided by financing activities
|
430,084 | 1,446,520 | ||||||
NET (DECREASE) IN CASH
|
(10,955 | ) | 49,069 | |||||
CASH - BEGINNING OF YEAR
|
10,955 | 13,346 | ||||||
CASH - END OF YEAR
|
$ | - | $ | 62,415 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | - | $ | 20,308 | ||||
Income taxes
|
- | - | ||||||
SUPPLEMENTAL NON-CASH ACTIVITY:
|
||||||||
Reverse Merger of Breathe LLC - discontinued operations
|
||||||||
Accumulated deficit
|
$ | - | $ | 7,733,077 | ||||
Prepaid expenses
|
- | 191,584 | ||||||
Fixed assets
|
- | 138,049 | ||||||
Mining rights
|
- | 1,035,818 | ||||||
Accounts payable
|
(111,275 | ) | ||||||
Asset retirement obligation
|
- | |||||||
Note payable
|
- | |||||||
Accumulated comprehensive income
|
||||||||
Due to Company
|
- | |||||||
Adjustment to APIC
|
$ | - | $ | 9,089,658 | ||||
Shares received in TAUG for commercialization of product at fair value
|
$ | - | $ | 100,000 | ||||
Common shares issued for investment in Tauriga
|
$ | - | $ | 100,000 | ||||
Original issue discount netted from convertible notes
|
$ | - | $ | 58,000 | ||||
Inventory purchased through issuance of common stock
|
$ | - | $ | 22,500 | ||||
Common shares issued for conversion of debt
|
$ | 146,220 | $ | 406,385 | ||||
Common shares issued and to be issued for conversion of related party notes payable
|
$ | 1,105,000 | $ | 22,500 | ||||
Total Non-Cash Activities | 1,251,220 | 18,786,296 |
NOTE 1 -
|
ORGANIZATION AND BASIS OF PRESENTATION
|
NOTE 1-
|
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
|
NOTE 1-
|
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
|
NOTE 1-
|
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Convertible Notes:
|
April 28,
2014
|
June 30,
2016
|
||||||
Risk free interest rate
|
0.0577%
|
N/A
|
||||||
Dividend yield
|
N/A
|
N/A
|
||||||
Volatility
|
86.31%
|
N/A
|
Warrants:
|
April 28,
2014
|
June 30,
2016
|
||||||
Risk free interest rate
|
0.144%
|
N/A
|
||||||
Dividend yield
|
N/A
|
N/A
|
||||||
Volatility
|
97.33%
|
N/A
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 2-
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
NOTE 3-
|
ACQUISITION
|
NOTE 4-
|
DISCONTINUED OPERATIONS
|
WHITE FOX VENTURES, INC.
|
||||||||||||||||
(FORMERLY BREATHE ECIG CORP.)
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF DISCOUNTED OPERATIONS
|
||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015
|
||||||||||||||||
(UNAUDITED)
|
SIX MONTHS ENDED
|
THREE MONTHS ENDED | |||||||||||||||
JUNE 30,
|
JUNE 30, | |||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
REVENUE
|
$ | 19 | $ | 6,000 | $ | - | $ | 6,000 | ||||||||
COST OF GOODS SOLD
|
1,851 | 7,057 | - | 7,057 | ||||||||||||
GROSS LOSS
|
(1,832 | ) | (1,057 | ) | - | (1,057 | ) | |||||||||
OPERATING EXPENSES
|
||||||||||||||||
Research and development
|
- | 2,178 | - | 1,648 | ||||||||||||
Marketing, advertising and promotion
|
9,000 | 438,233 | 3,000 | 424,458 | ||||||||||||
Rent
|
7,122 | 1,187 | 3,561 | 1,187 | ||||||||||||
Salaries and related expenses, including stock-based compensation
|
10,911 | 114,150 | - | 97,649 | ||||||||||||
Professional fees
|
- | 1,155,236 | - | 323,712 | ||||||||||||
Depreciation and amortization
|
- | 12,449 | - | 9,195 | ||||||||||||
General and administrative
|
1,631 | 167,076 | - | 144,504 | ||||||||||||
Total operating expenses
|
28,664 | 1,890,509 | 6,561 | 1,002,353 | ||||||||||||
OTHER (INCOME) EXPENSE
|
||||||||||||||||
Loss from Inventory valuation LCM
|
(224 | ) | - | - | - | |||||||||||
Total other (income) expense
|
(224 | ) | - | - | - | |||||||||||
Net loss before provision for income taxes
|
(30,272 | ) | (1,891,566 | ) | (6,561 | ) | (1,003,410 | ) | ||||||||
Provision for income taxes
|
- | - | - | |||||||||||||
Net loss
|
$ | (30,272 | ) | $ | (1,891,566 | ) | $ | (6,561 | ) | $ | (1,003,410 | ) |
NOTE 4-
|
DISCONTINUED OPERATIONS (CONTINUED)
|
June 30,
2016
|
December 31,
2015
|
|||||||
Assets of discontinued operations
|
$
|
113,843
|
114,067
|
|||||
Liabilities of discontinued operations
|
$
|
250,443
|
232,771
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES(CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 5-
|
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (CONTINUED)
|
NOTE 6-
|
STOCKHOLDERS’ DEFECIT
|
NOTE 6-
|
STOCKHOLDERS’ DEFICIT (CONTINUED)
|
NOTE 6-
|
STOCKHOLDERS’ DEFICIT (CONTINUED)
|
NOTE 6-
|
STOCKHOLDERS’ DEFICIT (CONTINUED)
|
June 30, 2016
|
December 31, 2015
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
average
|
average
|
|||||||||||||||
Number of
|
exercise
|
Number of
|
exercise
|
|||||||||||||
options
|
Price
|
options
|
price
|
|||||||||||||
Options outstanding, beginning of period
|
-
|
$
|
-
|
2,000
|
$
|
25.00
|
||||||||||
Granted
|
-
|
-
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||||
Forfeited
|
-
|
-
|
-
|
|||||||||||||
Expired
|
-
|
$
|
-
|
(2,000
|
) |
(25.00)
|
||||||||||
Options outstanding, end of period
|
-
|
-
|
-
|
-
|
NOTE 6-
|
STOCKHOLDERS’ DEFICIT (CONTINUED)
|
June 30, 2016
|
December 31, 2015
|
|||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||||
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
|
- | - | $ | - | 15,406 | 1.5 | $ | 66.00 | ||||||||||||||||
Granted
|
- | - | - | - | - | - | ||||||||||||||||||
Exercised
|
- | - | - | (6,906 | ) | - | - | |||||||||||||||||
Expired
|
- | - | - | (8.500 | ) | - | - | |||||||||||||||||
Warrants outstanding, end of year
|
- | - | $ | - | - | - | $ | - |
NOTE 7-
|
LICENSE AGREEMENT AND INVESTMENT
|
Description
|
Amount
|
|||
Stock issued
|
$
|
100,000
|
||
Total
|
$
|
100,000
|
||
Less: Management impairment valuation
|
100,000
|
|||
Net June 30, 2016 and December 31, 2015 balances
|
$
|
-
|
||
Issued 26,667 shares of Company common stock
|
26,667
|
|||
at $1.00 per share.
|
$
|
3.75
|
||
Share value
|
$
|
100,000
|
||
Less: Management impairment valuation
|
$
|
100,000
|
||
Net June 30, 2016 and December 31, 2015 balances
|
$
|
-
|
NOTE 8-
|
RELATED PARTY TRANSACTIONS
|
NOTE 9-
|
PROVISION FOR INCOME TAXES
|
Net operating losses carryforward
|
$
|
3,312,367
|
||
Valuation allowance
|
(3,312,367
|
)
|
||
$
|
-
|
Federal rate
|
34 | % | ||
State rate
|
- | |||
Combined Tax Rate
|
34 | % | ||
Valuation allowance
|
(34 | )% |
NOTE 10-
|
COMMITMENTS
|
Year ending December 31,
|
|
|||
2016
|
$ | 45,181 | ||
2017
|
103,271 | |||
2018
|
50,013 | |||
$ | 198,465 |
NOTE 11-
|
CURRENT LITIGATION
|
NOTE 12-
|
SUBSEQUENT EVENTS
|
●
|
Collect/Purchase e-mail lists of prospective audience
|
●
|
Automated e-mail delivery to the e-mail addresses on the list(e.g., video ad distribution every day at 6:00 p.m. Market Launch May 2016)
|
●
|
Introduction of White Fox Online Academy videos.
|
●
|
Distribution agents will sell all White Fox products for a finder’s fee or commission or mark up.
|
●
|
Increases the number of health warnings required on cigarette and smokeless tobacco products, increases the size of warnings on packaging and in advertising, requires the FDA to develop graphic warnings for cigarette packages and grants the FDA authority to require new warnings;
|
|
●
|
Requires practically all tobacco product advertising to eliminate color and imagery and instead consist solely of black text on white background;
|
●
|
Imposes new restrictions on the sale and distribution of tobacco products, including significant new restrictions on tobacco product advertising and promotion as well as the use of brand and trade names;
|
|
●
|
Bans the use of “light,” “mild,” “low” or similar descriptors on tobacco products;
|
●
|
Gives the FDA the authority to impose tobacco product standards that are appropriate for the protection of the public health (by, for example, requiring reduction or elimination of the use of particular constituents or components, requiring product testing, or addressing other aspects of tobacco product construction, constituents, properties or labeling);
|
|
●
|
Requires manufacturers to obtain FDA review and authorization for the marketing of certain new or modified tobacco products;
|
●
|
Requires pre-market approval by the FDA for tobacco products represented (through labels, labeling, advertising, or other means) as presenting a lower risk of harm or tobacco-related disease;
|
|
●
|
Requires manufacturers to report ingredients and harmful constituents and requires the FDA to disclose certain constituent information to the public;
|
●
|
Mandates that manufacturers test and report on ingredients and constituents identified by the FDA as requiring such testing to protect the public health, and allows the FDA to require the disclosure of testing results to the public;
|
|
●
|
Requires manufacturers to submit to the FDA certain information regarding the health, toxicological, behavioral or physiologic effects of tobacco products;
|
|
● |
Prohibits use of tobacco containing a pesticide chemical residue at a level greater than allowed under federal law;
|
|
● |
Requires the FDA to establish “good manufacturing practices” to be followed at tobacco manufacturing facilities;
|
|
● |
Requires tobacco product manufacturers (and certain other entities) to register with the FDA; and
|
|
● | Grants the FDA the regulatory authority to impose broad additional restrictions. |
●
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
●
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
●
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
●
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK.
|
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
ITEM 1.
|
LEGAL PROCEEDINGS.
|
ITEM 1A.
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RISK FACTORS.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4.
|
MINE SAFETY DISCLOSURE.
|
ITEM 5.
|
OTHER INFORMATION.
|
ITEM 6.
|
Exhibit
|
||
Number
|
Description
|
|
31.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS
|
XBRL Instance Document.**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.**
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.**
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document.**
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document. **
|
*
|
filed or furnished herewith
|
**
|
submitted electronically herewith
|
WHITE FOX VENTURES, INC.
|
|||
By:
|
/s/ Shinsuke Nakano, CEO
Shinsuke Nakano, CEO
Chief Executive Officer
|
||
By:
|
/s/ Takehiro Abe
|
||
Takehiro Abe, Director
|
|||
Chief Financial Officer
|
1.
|
I have reviewed this Form 10-Q of WHITE FOX VENTURES, INC. (FORMERLY BREATHE ECIG CORP.);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 19, 2016
|
By:
|
/s/ Shinsuke Nakano
|
|
Shinsuke Nakano
Director, Chief Executive Officer
WHITE FOX VENTURES, INC. (FORMERLY BREATHE ECIG CORP.)
|
1.
|
I have reviewed this Form 10-Q of WHITE FOX VENTURES, INC. (FORMERLY BREATHE ECIG CORP.);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 19, 2016
|
By:
|
/s/ Takehiro Abe
|
|
Takehiro Abe
|
|||
Director, Chief Financial Officer
WHITE FOX VENTURES, INC.
(FORMERLY BREATHE ECIG CORP.)
|
1.
|
Such Quarterly Report on Form 10-Q for the quarter ending June 30, 2016 , fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such Quarterly Report on Form 10-Q for the quarter ending June 30, 2016 , fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 19, 2016
|
By:
|
/s/ Shinsuke Nakano
|
|
Shinsuke Nakano
|
|||
Director, Chief Executive Officer
WHITE FOX VENTURES, INC.
(FORMERLY BREATHE ECIG CORP.)
|
1.
|
Such Quarterly Report on Form 10-Q for the quarter ending June 30, 2016 , fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such Quarterly Report on Form 10-Q for the quarter ending June 30, 2016 , fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 19, 2016
|
By:
|
/s/ Takehiro Abe
|
|
Takehiro Abe
|
|||
Chief Financial Officer
WHITE FOX VENTURES, INC.
(FORMERLY BREATHE ECIG CORP.)
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 12, 2016 |
|
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2016 | |
Entity Registrant Name | WHITE FOX VENTURES, INC. | |
Entity Central Index Key | 0001506503 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 40,178,957 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 8,000,000,000 | 500,000,000 |
Common stock, shares issued | 38,728,856 | 4,708,113 |
Common stock, shares outstanding | 38,728,856 | 4,708,113 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) |
3 Months Ended | 6 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2016
$ / shares
|
Jun. 30, 2016
CAD
shares
|
Jun. 30, 2015
$ / shares
|
Jun. 30, 2015
CAD
shares
|
Jun. 30, 2016
$ / shares
|
Jun. 30, 2016
CAD
shares
|
Jun. 30, 2015
$ / shares
|
Jun. 30, 2015
CAD
shares
|
|
Income Statement [Abstract] | ||||||||
REVENUE | CAD 0 | CAD 0 | CAD 0 | CAD 0 | ||||
COST OF GOODS SOLD | 0 | 0 | 0 | 0 | ||||
GROSS LOSS | 0 | 0 | 0 | 0 | ||||
OPERATING EXPENSES | ||||||||
Professional fees | 55,600 | 4,436,260 | 185,901 | 4,459,807 | ||||
General and administrative | 10,617 | 34,190 | 62,967 | 86,540 | ||||
Total operating expenses | 66,217 | 4,470,450 | 248,868 | 4,546,347 | ||||
OTHER (INCOME) EXPENSE | ||||||||
Interest expense, net | 860 | 174,813 | 21,891 | 177,674 | ||||
Gain on conversion of debt | 27,500 | 0 | 2,821 | 0 | ||||
Fair value adjustment on derivative liability | 0 | 26,803 | 0 | 60,193 | ||||
Total other (income) expense | 28,360 | 201,616 | 24,712 | 237,867 | ||||
Net loss before provision for income taxes | (94,577) | (4,672,066) | (273,580) | (4,784,214) | ||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||
Net loss from continuing operations | (94,577) | (4,672,066) | (273,580) | (4,784,214) | ||||
Loss from discontinued operations | (6,561) | (1,003,410) | (30,272) | (1,891,566) | ||||
Net loss | CAD (101,138) | CAD (5,675,476) | CAD (303,852) | CAD (6,675,780) | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | shares | 25,024,651 | 3,156,071 | 12,930,465 | 2,752,157 | ||||
NET LOSS PER SHARE | $ / shares | $ 0.00 | $ (1.48) | $ (0.02) | $ (1.74) |
ORGANIZATION AND BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Companys annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2015 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
On June 2, 2006, Celtic Capital, Inc. was incorporated in the State of Nevada. On October 20, 2008, Celtic Capital, Inc. changed its name to Entertainment Educational Arts Inc. On May 12, 2010, the Company changed its name to DNA Precious Metals, Inc. (the Company). On October 29, 2010, the Company formed DNA Canada Inc., a Canadian (Province of Quebec) incorporated company, as a wholly-owned subsidiary. The Company operated all of its exploration operations through this Canadian entity.
The Company acquired certain mining claims on June 9, 2011 located in the Montauban and Chavigny townships near Grondines-West in the Portneuf County of Quebec, Canada (Montauban Mine Property or Property).
On October 30, 2013 and November 27, 2013, the Company entered into binding agreements for the asset acquisitions of an undivided one hundred percent (100%) interest in certain mineral claims and mining assets located in the Province of Quebecs Montauban and Chavigny townships near Grondines West, in the county of Portneuf, specifically Mining Lease BM 748 and Mining Concession Miniere CM 410. The purchase price was CDN$75,000 together with the issuance of 10,500 common shares of the Company. The common shares for the acquisition were valued at their fair market value on the day they were issued which totaled $496,860. In connection with the asset purchase, the Company also issued 400 shares of common stock to a former supplier of the vendor for mining related information of the assets purchased valued at $20,000 along with cash consideration of CDN$20,000. The Company had been awaiting confirmation of the contemplated transaction from a bankruptcy court in Montreal, Quebec overviewing the financial restructuring of the vendor. The bankruptcy court approved the transaction on April 17, 2014.
On January 10, 2014, the Company entered into an asset purchase agreement for an undivided one hundred percent (100%) interest in certain mineral claims located in the Province of Quebecs Montauban and Chavigny townships near Grondines West, in the county of Portneuf, including claims, rights, concessions and leases. The purchase price was CDN$70,000, 10,000 common shares of the Company and a one percent (1%) net smelter return (NSR). The Company paid CDN$10,000 upon the signing of the asset purchase agreement with the cash balance due, along with the common shares, upon the closing of the asset purchase agreement and transfer of the mineral claims in the name of the Company. The transfer of the mineral claims was completed in February 2014 whereby the remaining cash balance due and the common shares were released to the vendor.
The common shares for the acquisition were valued at their fair market value on the day they were issued which totaled $340,000. The total cost of the acquisition amounted to $403,840.
On April 14, 2014, the Company entered into an asset purchase agreement for an undivided one hundred percent (100%) interest in fifty-seven (57) mining claims located in the Province of Quebecs Montauban and Chavigny townships near Grondines West, in the county of Portneuf. The purchase price was CDN$5,000 (US $4,547). The transfer of the mining claims has been completed by the Province of Quebec in the name of the Company.
On December 4, 2014, the Company presented a renewal request with the Government of the Province of Quebec to renew all 122 claims and this has been granted through a decision dated February 23, 2015.
On January 16, 2015, Breathe eCigs Corp., a Tennessee corporation (Breathe), entered into a Share Exchange Agreement (the Exchange Agreement) with the Company, whereby the Company acquired all of the issued and outstanding membership interests Breathe LLC in consideration for the issuance of 1,500,000 shares of the Companys common stock to the members of Breathe LLC.
As a result of the transaction effected by the Exchange Agreement, at closing Breathe became a wholly owned subsidiary of the Company, with the former Breathe shareholders owning approximately 56% of the then issued and outstanding common stock of the Company. The Company accounted for this acquisition as a reverse merger, whereby Breathe became the accounting acquirer. As a result, the comparative figures are those of Breathe.
In connection with the acquisition of Breathe LLC, on March 5, 2015 the Company entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which the Company merged with its wholly owned subsidiary, Breathe eCig Corp., the sole purpose of the Merger was to effect a change of the Company's name from DNA Precious Metals, Inc. to Breathe eCig Corp. This name change more accurately reflects the Companys current operations.
With the acquisition of Breathe LLC, it was contemplated that the Company would spin-off the operations of its mining operations, which were being conducted through the Companys wholly owned subsidiary, DNA Canada, Inc. (DNAC). Effective February 3, 2015, the Company declared a stock dividend whereby each of the Companys shareholders on the record date (February 3, 2015) would receive one share of DNAC for every two shares of the Companys common stock owned.
On February 3, 2015, the Company declared a stock dividend of its wholly owned subsidiary, DNA Canada, Inc. (DNAC) to the shareholders of record on February 3, 2015 whereby each shareholder of record received one share of DNAC for every two shares of DNA owned as of the record date. The former members of Breathe LLC tendered their shares of DNAC for redemption by the Company.
With the completion of the spin-off, the Company was no longer in the mining field and its sole and exclusive business operations was the marketing of its electronic cigarettes and related vapor devices.
The Company in March 2015 entered into Distribution Agreements with various distributors for the distribution of the Companys products.
On May 11, 2015 the Company formed two wholly owned subsidiaries to conduct non-eCigarette related business by way of holding medical device and other related intellectual property for the future development of for-profit activates and/or partnerships. Currently these entities are inactive, and neither holds any assets, carry any liabilities nor hold any intellectual property.
On March 15, 2016, the Company had their DEF 14A approved by the SEC. As a result of this, the authorized common stock increased from 500,000,000 to 8,000,000,000 shares. The common share increase was approved by the Companys board of Directors on February 1, 2016. In lieu of calling a special meeting of our stockholders, our Board of Directors had 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 18, 2016 was 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 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.
As of March 30, 2016, pursuant to a settlement agreement under trademark litigation with plaintiff, Breathe LLC (a Florida organization), the Company had 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 is required to pay two cash payments ($10,000 was paid on March 31, 2016 and $15,000 was originally due by July 31, 2016 and was paid on August 10, 2016.) Under this agreement, the Company also is required to issue 50 million restricted common shares of Company stock (which was issued April 15, 2016) in addition to the transfer of 5,000,000 common shares which it holds in Tauriga Sciences, Inc. 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 of March 30, 2016, the Company re-entered the development stage.
On April 5, 2016, the Company announced its intention to give White Fox Ventures Inc. a majority controlling interest in the Company pursuant to an Acquisition Agreement by which White Fox Ventures Inc. was to be acquired for an undetermined number of shares equating 85% of the total authorized capital of the Company. The deal was to be effective April 15, 2016. On May 5, 2016, the Company announced that the deal will be rescinded based on the due diligence on this acquisition. It was determined that the agreement and acquisition were not in the best interests of the Company at this time. The principal of White Fox Ventures Inc., Shinsuke Nakano (Nakano), and investors had invested $196,557 into the Company in the form of payment of various settlements and invoices outstanding. The investment was treated as private placement at $0.0001, whereby the Company, on May 10, 2016, issued to Nakano and investors 19,655,700 shares of common stock. In addition, for their investments Nakano 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".) An additional $65,000 was invested in May 2016 and an additional 6,500,000 shares are owed for this investment.
On May 23, 2016 the Company filed with the Secretary of State for the State of Nevada, the amendment to its state corporate charter to change the name of the company to White Fox Ventures, Inc. (White Fox) to better reflect the new direction of the business and to affect a 100:1 reverse stock split. On May 27, 2016, the Company filed the necessary documents with FINRA requesting these items as well as request a new ticker symbol.
On June 17, 2016, the Company formed a subsidiary with 99% majority ownership stake. The subsidiary, White Fox Japan LLC, will be presented with a non-controlling interest of 1% for the share owned by related party, Company Chief Operating Officer and Director, Takehiro Abe. The subsidiary will conduct all transactional operational activity of the Company. The subsidiary will plan, manage and promote seminars and classes in Japan. The subsidiary has a fiscal year ended April 30, 2017. As of June 30, 2016 there was no activity in the subsidiary.
On June 22, 2016, FINRA announced its final approval for the Companys change of name to White Fox Ventures, Inc., as well as a 1:100 Reverse Stock Split and the Companys new Ticker symbol, AWAW, which began trading on July 20, 2016. All share figures are shown in this report are on a post reverse split basis.
The Company, through its subsidiary, White Fox Japan LLC will conduct all transactional operational activity of the Company. The subsidiary will plan, manage and promote seminars and classes in Japan.
Going Concern
The condensed consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has generated net losses from operations totaling $303,852 and $6,675,780 for the six months ended June 30, 2016 and 2015, respectively.
The Companys continuation as a going concern is dependent upon, amongst other things, continued financial support from its shareholders, attaining a satisfactory revenue level, attainment of profitable operations and the generation of cash from operations and the ability to secure new financing arrangements and new capital to carry out its business plan. These matters are dependent on a number of items outside of the Companys control and there exists material uncertainties that may cast significant doubt about the Companys ability to continue as a going concern.
On March 30, 2016, the Company discontinued the operations of its eCigarette business as a result of the settlement agreement they entered into with Breathe LLC. The agreement was the result of the difficulties of past management to operate that business effectively and profitably. With the departure of the past CEO, Joshua Kimmel, the Company was able to convert over $1,050,000 in debt in exchange for the intellectual property the Company owned in this industry, and agreed to exit this industry and sell off all remaining inventory during the next fiscal year.
On May 23, 2016 the Company filed with the Secretary of State for the State of Nevada, the amendment to its state corporate charter to change the name of the Company to White Fox Ventures, Inc. (White Fox) to better reflect the new direction of the business and to affect a 100:1 reverse stock split. On May 27, 2016 the Company filed the necessary documents with FINRA requesting these items as well as request a new ticker symbol.
On June 22, 2016, FINRA announced its final approval for the Companys change of name to White Fox Ventures, Inc., as well as a 1:100 Reverse Stock Split and the Companys new Ticker symbol, AWAW, which began trading on July 20, 2016. All share figures are shown in this report are on a post reverse split basis.
The Company can give no assurance that it will achieve profitability in its new business or be capable of sustaining profitable continuing operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of the carrying amounts of assets or the amount and classification of liabilities that might result if the Company is unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
The Company raised $382,584 for the six months ended June 30, 2016, through the sale of common stock and was able to raise capital in the form of a note from a related party in the amount of $47,500. The Company also converted $146,220 of promissory notes into shares of common stock.
Basis of Accounting
These consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) and are presented in U.S. dollars.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates include but are not limited to stock-based compensation and tax valuation allowances. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation
The condensed consolidated financial statements included the accounts of the Company and Breathe as the acquisition of Breathe was accounted for as a reverse merger and Breathe is the accounting acquirer, from the date that the Merger occurred between the Company and Breathe eCigs Corp. All intercompany transactions and accounts had been eliminated on consolidation. Effective March 11, 2015, the financial statements were no longer consolidated until April 2015 and the establishment of two new wholly-owned subsidiaries, which are inactive.
On June 17, 2016, the Company formed a subsidiary with 99% majority ownership stake. The subsidiary, White Fox Japan LLC, will be presented with a non-controlling interest of 1% for the share owned by related party, Company Chief Operating Officer and Director, Takehiro Abe. The subsidiary will conduct all transactional operational activity of the Company. The subsidiary will plan, manage and promote seminars and classes in Japan. The subsidiary has a fiscal year ended April 30, 2017. As of June 30, 2016 there was no activity in the subsidiary.
Business Combination
On January 16, 2015, Breathe entered the Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 1,500,000 shares of common stock. This business combination was accounted for as a reverse merger whereby Breathe is the accounting acquirer as the former Breathe shareholders then controlled greater than 50% of the voting control of the Company.
In November 2014, the FASB issued ASU No. 2014-17, Business Combination. The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirers accounting and reporting basis (pushdown accounting) in its separate financial statements. The entities of the transaction were under common control from January 16, 2015 until February 3, 2015. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event.
Stock Based Compensation
The Company estimates the fair value of stock based payment awards made to officers and directors related to the Companys stock incentive plan, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock-based compensation that it grants to officers and directors. The Company is required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of its common stock. The computation of volatility is intended to produce a volatility value that is representative of the Companys expectations about the future volatility of the price of its common stock over an expected term. Shares of the Company commenced trading on August 22, 2013. As a result, the volatility value that the Company calculated may differ from the future volatility of the price of its shares of common stock.
Upon the exercise of stock options, any consideration received and the amounts previously recorded under stock-based compensation are credited to share capital. Upon the issuance of shares resulting from share awards, amounts previously recorded under stock based compensation are credited to share capital.
Comprehensive Income (Loss)
The Company adopted ASC 220-10, Reporting Comprehensive Income, (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
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.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
At June 30, 2016 the Company did not maintain cash or cash equivalent balances at any major United States bank.
Income Taxes
The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and liabilities from the same taxation authority. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
The Company accounts for income taxes pursuant to the provision of ASC 740-10, Accounting for Income Taxes (ASC 740-10) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.
In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25, Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purposes of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities generally for three years after they were filed.
Revenue Recognition
The Company recognizes revenues from the sale of the Companys products when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss have passed to the customer. Revenue is deferred in all instances where the earnings process is incomplete. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as deferred revenue. Revenues and costs of revenues from consulting contracts will be recognized during the period in which the service will be performed. All revenues will be reported net of any sales discounts or taxes. Any revenues generated are included in discontinued operations.
Trade Receivables and Allowance for Doubtful Accounts
The Company was engaged up until March 30, 2016 in the sales and distribution in the consumer products market through sales to distributors, wholesalers and direct to consumers via e-commerce sales of eCigarettes for use by consumers. Trade receivables consisted primarily of amounts due to the Company from their normal business activities whereby approved distributors and wholesalers are extended terms after down payments on orders. The Company controlled credit risk related to the trade receivables through credit approvals, credit limits and monitoring procedures, and perform ongoing credit evaluations of the customers. In assessing the carrying value of its trade receivables, the Company estimated the recoverability by making assumptions based on factors such as current overall and industry-specific economic conditions, historical and anticipated customer performance, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the accounts receivable portfolio. Additional changes to the allowance could be necessary in the future if a customers creditworthiness deteriorates, or if actual defaults are higher than the Companys historical experience. Any difference could result in an increase or decrease in the allowance for doubtful accounts. All accounts receivable, net of an allowance are considered assets from discontinued operations.
Inventory
Finished Goods Inventory - Finished goods inventory is stated at the lower of cost or market determined by the first-in, first-out method, and include salable eCigarette product items and supplies that are sale ready to ship to consumers, wholesalers or distributers. Shipping and handling costs (consisting of all costs to warehouse, pick, pack and deliver inventory to customers) will be included in cost of goods sold. Samples are included in marketing expenses which are a component of general and administrative costs. The Company in March 2015 entered into Distribution Agreements with various distributors for the distribution of the Companys products. The Company placed an initial order for merchandise in the amount of $437,750 on March 27, 2015. The Company has outsourced the assembly and production of its products held for resale and will not hold any of the product in its possession. The Companys inventory is received, housed and distributed by a third party fulfillment provider. As of June 30, 2016, the inventory held by the third party fulfillment provider had a value of $227,685.
As of March 30, 2016, pursuant to a settlement agreement under trademark litigation, the Company had 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 is required to pay two cash payments ($10,000 was paid on March 31, 2016 and $15,000 originally due by July 31, 2016 and was paid on August 10, 2016.) Under this agreement, the Company is required to issue 500,000 restricted common shares of Company stock (which was issued April 15, 2016) in addition to the transfer of 5,000,000 common shares which it holds in Tauriga Sciences, Inc. 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 of August 15, 2016, the Company has not transferred the 5,000,000 common shares which it holds in Tauriga Sciences, Inc.
As a result of the settlement agreement and the resultant discontinuance of this operation, management feels that it could sell the current inventory at $.50 for each $1 of inventory therefore an allowance has been recorded to recognize the current expected net realizable value of the on-hand inventory in the amount of $113,843. This amount is reflected in assets from discontinued operations.
Loss Per Share of Common Stock
Basic net loss per share (Basic EPS) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period.
Diluted earnings per share is computed by dividing adjusted net income available to common shareholders by the weighted average number of common shares outstanding adjusted for the effects of all dilutive common share issuances.
Dilutive common share issuances shall be deemed to have been converted into ordinary shares at the beginning of the period.
For the purpose of calculating diluted earnings per share, the Company shall assume the exercise of dilutive stock options and warrants, as well as shares reserved for the conversion of certain notes payable. The assumed proceeds from these instruments shall be regarded as having been received from the issue of common shares at the average market price of common shares during the period. Dilutive common share issuances are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
The accounting treatment of derivative financial instruments may require that the Company for various instruments record the conversion option and related warrants at their fair values as of the inception date of the agreements, and at fair value as of each subsequent balance sheet date, should the characteristics of these instruments warrant the need to record the derivative liability.
During the year ended December 31, 2014, as a result of entering into the convertible notes, the Company was required to classify certain non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassessed the classification at each balance sheet date. If the classification changed as a result of events during the period, the contract was reclassified as of the date of the event that caused the reclassification.
The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method. Conversion options at variable rates and any options and warrants with ratchet provisions are deemed to contain a down-round protection. Accordingly, they do not meet the scope exception for treatment as a derivative under ASC 815 since down-round protection is not an input into the calculation of the fair value of the equity instruments and cannot be considered indexed to the Companys own stock, which is a for the scope exception as outlined under ASC 815.
The Company signed convertible notes and warrants and has determined that a conversion option is embedded in the note and it is required to bifurcate the conversion option from the host contract under ASC 815 and account for the derivatives at fair value. The estimated fair value of the conversion option was determined using the binomial model. The fair value of the conversion option was classified as a liability until the debt was converted by the note holders or paid back by the Company. The fair value was affected by changes in inputs to that model including the stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Company continued to classify the fair value of the conversion option as a liability until the conversion option was exercised, expired or amended in a way that would no longer require these conversion options to be classified as a liability, whichever comes first. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception date.
For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges as at the transaction date, April 28, 2014, and for the period ended June 30, 2016:
The Company had repaid the debt associated with the derivative liability in December 2014, however carried the warrants through the conversion of those warrants in September 2015. As a result of the conversion of the warrants, the entire derivative liability was extinguished as of September 30, 2015. The Company has no other instruments that contain embedded derivatives.
Prior to the effective date of the DEF 14A (March 15, 2016) which included the amendment to the Certificate of Incorporation increasing the authorized common shares of the Company from 500,000,000 to 8,000,000,000 shares, the Company did not have sufficient authorized shares to effectuate any conversion of convertible notes outstanding with either of the two noteholders. The Company remained in constant negotiations with the noteholders resulting in amended agreements dated March 25, 2016 and March 29, 2016, respectively, and the noteholders did not exercise their right to issue the Company a notice of default. At no time, did the Company consider that the notes outstanding could not be fully settled, with the DEF 14A progressing towards effectiveness. As the 14A was effective, prior to the issuance of this report, the Company in effect, cured any default under the note agreements, and as a result, no derivative liability was recorded by the Company. The amended note agreements reflect the current number of common shares needed to settle the remaining convertible note agreements and there are sufficient shares available to settle these agreements.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company.
Restated Financial Statements
Prior year amounts are presented in accordance with Amendment No. 1 on Form 10 Q/A for the quarters ended March 31, 2015 and June 30, 2015 as filed with the Securities and Exchange Commission on November 10, 2015. The required adjustments were made to correct the error to properly account for its accounting for the acquisition of Breathe eCigs Corp. (formerly Breathe LLC) on January 16, 2015 as a reverse merger for accounting purposes.
Recent Issued Accounting Standards
In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Companys consolidated financial statements.
In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements.
In November 2014, the FASB issued ASU No. 2014-17, Business Combination. The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirers accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event.
During August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern. The provisions of ASU No. 2014-15 require management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Companys consolidated financial statements.
During June 2014, the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, for the interim period ending June 30, 2014. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10.
The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Companys adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.
There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial position, results of operations or cash flows. |
ACQUISITION |
6 Months Ended |
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Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITION | Breathe eCigs Corp. Acquisition and Spin-off of DNA Canada, Inc.
On January 16, 2015, Breathe eCigs Corp., a Tennessee corporation (Breathe), entered into a Share Exchange Agreement (the Exchange Agreement) with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 1,500,000 shares of common stock.
As a result of the transaction effected by the Exchange Agreement, at closing Breathe became a wholly owned subsidiary of the Company, with the former Breathe shareholders owning approximately 56% of the then issued and outstanding common stock of the Company. The Company accounted for this acquisition as a reverse merger, whereby Breathe became the accounting acquirer. As a result, the comparative figures are those of Breathe.
The Company declared a stock dividend to its shareholders of record as of February 3, 2015 of its wholly owned subsidiary, DNA Canada, Inc. Each shareholder of record on this date will receive one share of DNA Canada, Inc. for every two shares of DNA Precious Metals Inc. owned by the shareholder on this date. All stock dividends will be rounded down to the next whole number. With the completion of the stock dividend, the Company, no longer has an equity interest in DNA Canada, Inc.
The former shareholders of Breathe participating in the stock dividend were required to tender for redemption any shares of DNA Canada, Inc. common stock received pursuant to the stock dividend in accordance with the Exchange Agreement.
With the acquisition of Breathe, management determined that it would be in the best interest of the Company and its shareholders to operate each company separate and independently of each other. The operation of DNA Canada, Inc. and Breathe were inconsistent. Breathe is a manufacturer and distributor of e-cigarette and related products while DNA Canada, Inc. is an exploration stage mining company. The spin-off of DNA Canada, Inc. will allow each company to focus on its principal business activity and facilitate capital formation.
On March 5, 2015, the Company and Breathe entered into an Agreement and Plan of Merger pursuant to which the Company merged with its wholly owned subsidiary, Breathe. Upon the consummation of the Merger on March 11, 2015, the separate existence of Breathe ceased, and the shareholders of the Company became shareholders of the surviving company, named Breathe eCig Corp. As permitted under Nevada law, the sole purpose of the Merger was to affect a change to the Companys name from DNA Precious Metals, Inc. to Breathe eCig Corp. This change to the Amended Articles of Incorporation and name change took effect on March 11, 2015. |
DISCONTINUED OPERATIONS |
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DISCONTINUED OPERATIONS | 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 had 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 is required to pay two cash payments ($10,000 paid March 31, 2016 and $15,000 originally due by July 31, 2016 and was paid on August 10, 2016.) Under the agreement, the Company also is required to issue 500,000 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 of August 15, 2016, the Company has not transferred the 5,000,000 common shares which it holds in Tauriga Sciences, Inc.
As a result of the disposal of the business and the discontinuance of the eCigarette operations, the following chart reflects the results of the condensed consolidated financial statements as loss from discontinued operations as of June 30, 2016:
WHITE FOX VENTURES, INC. (FORMERLY BREATHE ECIG CORP.) BALANCE SHEET FROM DISCONTINUED OPERATIONS
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CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES |
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Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES | The following summary of convertible notes payable and the related derivative liabilities associated with the convertible notes payable. As a result of the reverse merger, Breathe assumed responsibility of these DNA Precious Metals, Inc. notes, and any related derivative liability that exists under these notes related to the warrant agreements. Therefore, a full discussion has been provided for clarification.
On August 6, 2014, the Company entered into an agreement with a U.S.-based private equity fund (Investor) under which the Company issued an unsecured Convertible Note (Convertible Note) in the principal amount of $250,000. The funds to be issued under the Convertible Note is $225,000 (Consideration). The Convertible Note includes an original issue discount of $25,000 (OID), calculated at 10% of the principal amount ($250,000). The initial Consideration paid to the Company on August 6, 2014 was $66,000. The Investor was able to pay additional Consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. The principal sum due to the Investor was prorated based on the Consideration actually paid by the Investor plus a 10% OID, as well as any other interest or fees, such that the Company is only required to repay the amounts funded and the Company is not required to repay any unfunded portions of the Convertible Note. The Company was able to repay the Convertible Note at any time on or before 90 days from the transaction date after which the Company was not permitted to make further payments on the Convertible Note prior to the Maturity Date without written approval from the Investor. If the Company made a payment of Consideration on or before 90 days from the transaction date, the interest rate on that payment of Consideration was to be at zero percent (0%). If the Company did not repay a payment of Consideration on or before 90 days from the transaction date, a one-time interest was to be a charge of 12% shall be applied to the principal amount. Any interest payable is in addition to the OID and that OID (or prorated OID, if applicable) remained payable regardless of time and manner of payment by the Company. The maturity date was two years from the transaction date of each payment ("Maturity Date") and was the date upon which the principal amount of the Convertible Note, as well as any unpaid interest and other fees, were due and payable. The Investor had the right, at any time after the transaction date, at its election, to convert all or part of the outstanding and unpaid principal amount and accrued interest (and any other fees) into fully paid and non-assessable shares of common stock of the Company.
The conversion price was the lesser of $1.60 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time was the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company. At the time that this Convertible Note is outstanding, the Company agreed to reserve at least 100,000 shares of common stock for conversion. On October 30, 2014, the Company and the Investor entered into an amendment (Amendment #1), whereby the Company paid a partial note repayment in the amount of $33,333 on November 5, 2014 which equaled 50% of the note balance which includes $3,333 in interest, with the remaining balance due by January 6, 2015, which was repaid on December 29, 2014.
On April 28, 2014, the Company entered into a Securities Purchase Agreement (SPA), with a U.S.-based private equity fund, under which the Company issued a Secured Convertible Promissory Note (the Convertible Note) in the amount of $552,500. The Convertible Note included an original issue discount of $50,000 (OID), calculated at 10% of the principal amount ($500,000), plus an additional $2,500 (Transaction Expense Amount) to cover the investors due diligence and legal fees in connection therewith. The principal amount was to be paid to the investor in six (6) tranches of an initial amount under the Convertible Note of $250,000 and five (5) additional amounts of $50,000, with each of the additional amounts represented by Investor Notes (the Convertible Note and the Investor Notes are collectively referred to herein as the Notes). The initial $250,000 in cash was paid to the Company on April 29, 2014. Payment of the Notes were to be made on a monthly basis, beginning six months after the issue date when the Company received the initial $250,000, in the amount of $34,531 per month plus all accrued but unpaid interest and other costs, fees or charges payable, for sixteen (16) months until the balance is paid in full. The Notes were convertible into common stock, at the option of the investor, at a price of $0.40 per share subject to adjustment in the case of a default, reorganization or recapitalization. In the event the Company elected to prepay all or any portion of the Notes, the Company was required to pay to the investor an amount in cash equal to 125% of the outstanding balance of the Notes, plus accrued interest and any other amounts owing. Interest accrued at the rate of 10% per annum. If the Company failed to repay the Notes when due, or if other events of default thereunder apply, a default interest rate of 22% per annum would apply. In addition, if the Company failed to issue stock to the investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of greater of $500 per day and 2% of the applicable conversion amount or installment amount, as applicable (but, in any event, the cumulative amount of such late fees shall not exceed the applicable conversion amount or installment amount). The Notes were secured by an interest in all right, title, interest, claims and demands of the Company in and to the property described in the Security Agreement, and all replacements, proceeds, products, and accessions thereof.
The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $40.00 per share. Concurrently with the Securities Purchase Agreement, the Company also issued to the investor warrants (the "Warrants") to purchase 6,906 shares of the Companys common stock at an exercise price of $75.00 per share subject to adjustment as more fully set forth in the warrant agreement. The Warrants also contained a cashless exercise provision. The Warrants were for a term of two (2) years. In accordance with the warrant agreement as described in Note 5, the warrant price was reset to equal the conversion price associated with these new debt agreements from the stated strike price of $75.00.
On May 18, 2015, Typenex Co-Investment, LLC (Typenex) filed a binding arbitration notice against the Company in the State of Utah, Case No. 150903317 (the Utah Lawsuit) regarding a certain Warrant to Purchase Shares of Common Stock (the Warrant) issued by the Company to Typenex on April 28, 2014 (the Arbitration) in connection with a Convertible Promissory Note of the same date (the Note). On April 29, 2015, Typenex sent a Notice of Exercise to the Company for the issuance of 75,415 shares of the Companys common stock (the Initial Shares) based on a cashless exercise provision contained in the Warrant along with an opinion letter indicating the shares should be issued without restrictive legend pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company immediately filed for an emergency injunction in the State of New Jersey, the location of the Companys transfer agent. The injunction was granted The Company has filed a response and counterclaim to the Arbitration notice alleging, among other things, that Typenex did not fulfill its obligations under the original Note and failed to disclose material matters regarding Typenex and its principal to the Company and requested damages and attorneys fees be paid by Typenex to the Company.
On September 8, 2015, the Companys transfer agent was required to release the Initial Share to Typenex as a result of the Company failing to maintain the bond requirement agreed to by the Company and Typenex as part of the injunction. The number of Initial Shares is based on a price reset to equal the conversion price associated with the Note. The price reset which resulted in the partial conversion to 75,415 common shares based on the difference between the current market value (market price of $25.00 multiplied by exercise shares of 6,906) and the exercise price ($3.75) multiplied by number of exercise shares (6,906.) This number is then divided by the adjusted price of the common stock ($1.946.)
On October 13, 2015, Typenex and the Company participated in a mediation in an attempt to resolve the Utah Lawsuit without either party having to incur additional legal and court fees. As a result of the mediation and in order to resolve the Utah Lawsuit and the Arbitration and all other disputes between, on November 17, 2015 (the Typenex Effective Date), the Company and Typenex entered into a Settlement Agreement, Waiver and Release of Claims (the Settlement Agreement) and related Exchange Agreement (the Exchange Agreement), Pursuant to the terms of the Settlement Agreement and Exchange Agreement, the Company agreed to issue to Typenex 80,000 shares of the Companys common shares of stock in exchanges for any rights Typenex may or may not have had under the Warrant. The Company will deliver the shares to Typenex in two installments: (i) 40,000 Shares with five trading days of the Effective Date (the First Installment Shares) and (ii) 40,000 Shares on or before January 1, 2016 (the Second Installment Shares). The First Installment Shares and the Second Installment Shares are collectively referred to herein as the Typenex Shares.
Additionally, pursuant to the Settlement Agreement, beginning on January 1, 2016, Typenex shall have the right to put the Typenex Shares back to the Company (the Put Right) at the following prices: (a) for Typenex Shares put to the Company from January 1, 2016 to April 30, 2016 the price will be $1.00 per share; (b) for Typenex Shares put to the Company from May 1, 2016 to August 31, 2016 the price will be at $2.00 per share; and (c) any Typenex Shares put to Company between September 1, 2016 and December 31, 2016 the price will be at $3.00 per share. Typenex shall have the right to put up to 6,667 Typenex Shares per month to Company (the Monthly Put Amount) per month. If the number of Typenex Shares put to Company in a given month is less than the Monthly Put Amount such difference, the Rollover Shares, Typenex shall have the right to put such Typenex Shares to Company at any time in the same or immediately succeeding period. In addition to the Monthly Put Amount, Typenex shall also have the right to put up to 6,667 Rollover Shares per month to Company. At such time that Typenexs Net Sales (gross proceeds of sales of the Typenex Shares sold in a minus any trading commissions or costs associated with clearing and selling such Typenex Shares minus the purchase price paid for any shares of Common Stock purchased on the open market) of Typenex Shares is equal to or greater than $200,000, Typenexs Put Right shall automatically terminate and Typenex shall have no further rights to put Typenex Shares or Rollover Shares.
Additionally, Typenex agreed that during any calendar week it would not sell more Typenex Shares than the greater of (i) 10% of the weekly trading volume of the Common Stock as reported on Bloomberg, L.P. or (ii) an aggregate market value of $5,000.
Upon execution of the Settlement Agreement and Exchange Agreement, both parties released all claims each may have against the other relating to any other agreements to which both may be party except for any disputes that may arise under the Settlement Agreement, Exchange Agreement and the documents ancillary to both. Under the Settlement Agreement, the Company executed a Confession of Judgment in the amount of $500,000 (the Confession of Judgment). In the event the Company commits a material breach of the Settlement Agreement which is not cured within five trading days, Typenex shall have the right to enforce the Confession of Judgment. The Confession of Judgment, if filed as set forth above, would carry an interest rate of 12% until paid.
On March 25, 2016, the Company paid $55,000 to Typenex to settle all obligations resulting from these agreements.
Convertible Note dated February 4, 2015
On February 4, 2015, the Company entered into a convertible note in an amount up to $250,000 with an investor. The initial funding was in the gross amount of $27,500, with net proceeds received of $25,000. The $2,500 represents Original Issue Discount. The maturity date of this note was two years from the date that each tranche is paid. The note was convertible at the lesser of $0.065 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
The Company was able to repay this note at any time on or before 90 days from the effective date (the date the Company receives the cash) of the note at no additional interest charge. If the note remained outstanding beyond the 90 days, there would have been a one-time 12% interest charge applied in addition to the Original Issue Discount recognized at the onset of the note. The investor had the right to convert at any time after the effective date of this note. The Company repaid this note on April 22, 2015 with accrued interest in the amount of $27,778. The maturity date of this note was two years from the date that each tranche is paid.
Convertible Note dated February 9, 2015
On February 9, 2015, the Company entered into a convertible note in an amount of $110,000 with an investor. The gross amount of the note is $110,000, with net proceeds received of $100,000. The $10,000 represents Original Issue Discount. The note will also bear interest at 4%, compounded annually. The maturity date of this note was one year from execution. The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Companys common stock during the 25 trading days prior to conversion. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 20%. On May 7, 2015 this note was assigned to M Capital Partners LLC in consideration for a payment of $145,000 by M Capital Partners LLC to the original note holder. The Company still owes the entire $110,000 note, however, the noteholder is M Capital Partners LLC. As a result of this assignment, the Company as noted above issued 300,000 shares of common stock to Iconic. The Company never reserved shares in the name of the noteholder and failing to maintain proper share reserves is a default event. In the event of default, the noteholder is permitted to declare all of the then outstanding principal amount of this note, including any interest due thereon, to be due and payable immediately without further action or notice. In the event of such acceleration, the amount due and owing to the holder shall be increased to 150% of the outstanding principal amount of the note held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this note shall accrue interest on any unpaid principal from and after the occurrence and during the continuance of an event of default at a rate of 20%. The note would also accrue liquidated damages of $1,000 per day from and after the occurrence and during the continuance of an Event of Default. Since notice was not delivered to the Company prior to full settlement no such accelerated clauses were enacted nor were any related expenses incurred.
The note was permitted to be prepaid according to the following schedule: Between 1 and 45 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 46 and 90 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 91 and 135 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 136 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid without written consent from the investor.
On August 10, 2015, The Company entered into a share exchange agreement with the assignee noteholder to settle this note in full in exchange for 36,250 shares of the common stock. The stock was issued on June 2, 2015 at a value of $293,625 ($8.10 per share) and at the time was recorded to stock for services rendered, debt financing note incentive. The Company reclassified this amount from professional fees to Notes Payable, current portion in the amount of $110,000, interest paid (classified as a reduction to accrued interest) in the amount of $2,857, Interest expense, net of $6,016 and the loss from conversion of debt to equity in the amount of $174,752.
Convertible Note dated March 6, 2015
On March 6, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $31,500. The gross amount of the note is $31,500, with net proceeds received of $30,000. The $1,500 represents legal fees. This note was to mature on March 6, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 58% of the lowest trading price of the Companys common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 116% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 122% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 128% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 134% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
On October 2, 2015 the Company paid $34,000 in cash to a noteholder on an 8% convertible note with an original face value of $31,500 dated March 6, 2015. At the time of payment, the note had an unconverted principal balance of $17,000 and accrued unpaid interest of $779. The Company recognized a loss on this debt conversion in the amount of $16,221.
In September 2015, this noteholder converted $14,500 in principal and $620 in interest in exchange for 28,865 shares of common stock. The Company paid this note in full October 2, 2015. The Company realized a loss on extinguishment of debt in the amount of $16,221. The total payment to this noteholder was $34,000.
Convertible Note dated March 11, 2015
On March 11, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $52,500. The gross amount of the note is $52,500, with net proceeds received of $50,000. The $2,500 represents legal fees. This note was to mature on March 11, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Companys common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
In September 2015, this note holder converted $15,000 in principal and $640 in interest in exchange for 406 shares of common stock. On October 14, 2015, the noteholder converted $10,501 in principal and $499 of accrued interest. The Company paid this note in full for cash, with remaining accrued interest of $1,277 on October 14, 2015. The Company realized a loss on extinguishment of debt in the amount of $36,724. The total payment to this noteholder was $65,000.
Convertible Note dated March 13, 2015
On March 13, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $52,500. The gross amount of the note was $52,500, with net proceeds received of $50,000. The $2,500 represents legal fees. This note was to mature on March 13, 2016.
The investor was entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Companys common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
On September 25, 2015, the Company paid this note face value in full with accrued interest in the amount of $2,246. The Company recognized a loss on debt extinguishment in the amount of $36,254. This note was satisfied with $75,000 in cash and 150 common shares of stock, issued in three equal blocks of free trading stock. These conversion shares are scheduled to be issued November 1, 2015; December 1, 2015 and January 1, 2016 and shall not have a value of less than $5,000 each. As of June 30, 2016, the Company has recorded a liability to issue stock in the amount of $15,000.
Convertible Note dated March 31, 2015
On March 31, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $105,000. The gross amount of the note is $105,000, with net proceeds received of $100,000. The $5,000 represents legal fees. This note was to mature on March 31, 2016.
The investor was entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Companys common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
On September 30, 2015, the Company paid this note face value in full for cash with accrued interest in the amount of $4,202. The Company recognized a loss on debt extinguishment in the amount of $41,986. The total payment to this noteholder was $151,188.
Convertible Note dated April 8, 2015
On April 8, 2015, the Company entered into a 10% convertible redeemable note payable with an investor in the amount of $53,000. The gross amount of the note is $53,000, with net proceeds received of $50,000. The $3,000 represents legal fees. This note was to mature on April 8, 2016. This note was funded on April 22, 2015, at which point the Company began to accrue interest.
The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Companys common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Companys common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered.
The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (Prepayment Termination Date), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full.
After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the Prepayment Factor shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof. During the month of October 2015, the Company paid $83,638 in cash to this noteholder representing the face value of $53,000 and accrued interest of $2,740. The Company recognized a loss on the debt conversion in the amount of $27,898.
Convertible Note 1 dated May 22, 2015
On May 22, 2015, the Company entered into an 8% convertible redeemable note payable with an investor in the amount of $137,500. The gross amount of the note is $137,500, with net proceeds received of $118,750. The $18,750 represents legal fees of $6,250 and Original Issue Discount of $12,500. This note was to mature on May 22, 2016. The note will also bear interest at 8%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be 68%, equivalent to a 32% discount, of the lowest trading price of the Companys common stock during the 15 trading days prior to conversion. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 24%.
On November 8, 2015, the Company paid this note face value in full for cash with accrued interest in the amount of $5,104. The Company recognized a loss on debt extinguishment in the amount of $55,351. The total payment to this noteholder was $197,955.
Convertible Note 2 dated May 22, 2015
On May 22, 2015, the Company entered into a 12% convertible redeemable note payable with an investor in the amount of $82,500. The gross amount of the note is $82,500, with net proceeds received of $75,000. The $7,500 represents an Original Issue Discount. This note was to mature on May 22, 2016. The note will also bear interest at 12%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be the lower of 60%, equivalent to a 40% discount, of the lowest trading price of the Companys common stock as of the date of conversion notice or $10.00 per share. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 18%.
As consideration for the holders commitment to purchase this debenture, borrower issued to holder 40 shares of the Companys common stock. These commitment fee shares have been earned in full upon holders purchase of this debenture; none of the commitment fee shares will be returned in the event of prepayment of the note.
On October 14, 2015, the Company paid this note face value in full for cash with accrued interest in the amount of $3,960. The Company recognized a loss on debt extinguishment in the amount of $30,224. The total payment to this noteholder was $116,684.
Convertible Note dated June 8, 2015
On June 8, 2015, the Company entered into a 12% convertible redeemable note payable with an investor in the amount of $100,000. The gross amount of the note is $100,000, with net proceeds received of $96,500. The $3,500 represents legal fees. This note matures on June 8, 2016. The note will also bear interest at 12%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be the lower of closing price of the common stock on the principle market on the training day immediately preceding the closing date or 35%, equivalent to a 65% discount, of the lowest trading price of the Companys common stock during the 20 trading days prior to conversion and the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date. Under terms of the convertible note agreement, if the closing sale price at any time falls below $5.00, then such 35% figure specified above shall be reduced to 20%, equivalent to an 80% discount. The stock closing price went below $5.00 per share in the three months ended September 30, 2015. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 24%.
The note may be prepaid according to the following schedule: Between 1 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
As prescribed in the convertible note agreement, the Company was required to maintain a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon conversion. The Company was required at all times to authorize a reserve of five times the number of shares that are actually issuable upon full conversion of this note. The Company initially instructed the transfer agent to reserve 165,000 shares of common stock for the noteholder for issuance upon conversion. The noteholder waived the requirement of the reserve shares above and beyond what was needed to convert through the maturity date, notwithstanding the initial reserve amount. At September 30, 2015 the number of share that were necessary and issuable upon full conversion of then outstanding principal and accrued unpaid interest was 740,943. The shares needed to convert was based on 20% of the lowest trading price of the Companys common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered ($0.70.) Under terms of the convertible note contract, if the closing sale price at any time falls below $5.00, then such 35% figure specified above shall be reduced to 20%, equivalent to an 80% discount. The stock closing price was below $5.00 per share at June 30, 2016.
On January 4, 2016 the Company issued 166,700 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 $0.06. Upon this conversion, the note had a remaining balance including default interest fees of $40,000.
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 Companys 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 $0.10. The Company was further required to reserve common shares of not less than 400,000. From the date of this agreement, the note shall not be subject to interest.
As of June 30, 2016, the Company has $40,000 outstanding on this note inclusive of accrued default interest fees.
On April 11, 2016 the Company issued 200,000 shares of common stock (of the 400,000) to the noteholder. The noteholder converted $2,030 of principal only for the shares. The applicable conversion price was $0.01015. Upon this conversion, the note had a balance of $37,970. Upon the issuance of the remaining 200,000 shares, any applicable loss on conversion will be recorded at that time.
Convertible Note dated June 10, 2015
On June 10, 2015, the Company entered into a 12% convertible redeemable note payable with an investor in the amount of $82,500. The gross amount of the note is $82,500, with net proceeds received of $75,000. The $7,500 represents an Original Issue Discount. This note matures on June 10, 2016. The note will also bear interest at 12%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be the lower of 60%, equivalent to a 40% discount, of the lowest trading price of the Companys common stock as of the date of conversion notice or $6.00 per share. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 18%.
The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 31 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may be prepaid for 145% of face value plus accrued interest.
Under terms of this agreement, the Company was required to set up an initial reserve of 150,000 common shares of stock for the potential conversion of convertible note principal and interest. This amount was duly reserved with transfer agent. The note holder is permitted under contract to request increases to this reserve of up to five times the number of shares required for the note to be fully converted. No such requests were made of the Company by the noteholder.
As consideration for the holders commitment to purchase this debenture, borrower issued to holder 6,000 shares of the Companys common stock. These commitment fee shares have been earned in full upon holders purchase of this debenture; none of the commitment fee shares will be returned in the event of prepayment of the note.
In December 2015, the noteholder in three (3) separate conversions, converted $47,250 into 600,000 shares of common stock. Two of these note conversions were performed at a price below par value. The result was that $22,500 represented a discount to the common stock (which is reflected net in APIC). After these conversions, the balance outstanding on this note at June 30, 2016 is $123,000 including default total penalties of $138,938 before conversions and payments.
In March 2016, the noteholder in three (3) separate conversions converted $11,188 of principal and accrued fees into 765,000 shares of stock leaving a balance due under this note including interest and fees of $143,000.
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 1,230,000 shares to be issued at $0.10. The Company issued these shares on June 14, 2016.
Convertible Note dated December 23, 2015
On December 23, 2015, the Company entered into a 12% convertible redeemable note payable with an investor in the amount of $72,263. This note matures on December 23, 2016. The note will also bear interest at 12%, compounded annually. The maturity date of this note is one year from execution. Any amount of principal or interest on this note which is not paid when due shall bear an interest rate of 24% per year (default interest.) The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be the lower of 55%, equivalent to a 45% discount, of the lowest trading price of the Companys common stock during the 20 consecutive training days immediately preceding the conversion date and the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date. If the Company share price at any time loses the bid (ex: 0.0001 on the ask and zero market makers on the bid on level 2), then the conversion price may, in the holders sole and absolute discretion, be reduced to a fixed conversion price of 0.001 (If lower than the conversion price otherwise.)
Under terms of this agreement, the Company was required to set up an initial reserve of 50,000 common shares of stock for the potential conversion of convertible note principal and interest with an additional reserve of 2,450,000 shares of common stock in the name of the holder for issuance upon conversion as soon as a sufficient number of on issued shares become authorized, no later than January 25, 2016. This amount was duly reserved with transfer agent. The Company is required to have authorized and reserved five times the number of shares that are actually issuing a ball upon full conversion of this note.
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 $0.10. No shares have been issued to the noteholder subsequent to this agreement.
As of June 30, 2016, the outstanding total of $92,000 including accumulated penalties and interest $19,737 which was restructured as a convertible note with a fixed conversion of $0.10 with 0% annual interest.
Convertible Note dated December 24, 2015
On December 24, 2015, the Company entered into an 11% convertible redeemable note payable with an investor in the amount of $43,000. This note matures on December 24, 2016. The note will also bear interest at 11%, compounded annually. The maturity date of this note is one year from execution. Any amount of principal or interest on this note which is not paid when due shall bear an interest rate of 24% per year (default interest.) OID was recognized on this note in the amount of $18,000. Deducted from the cash proceeds of this note were $10,000 to cover legal and miscellaneous expenses. $15,000 was paid in cash to the Company.
The note may be converted, in whole or in part, into shares of the Companys common stock. The conversion price will be the lower of 55%, equivalent to a 45% discount, of the lowest trading price of the Companys common stock during the 20 consecutive training days immediately preceding the conversion date and the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date. If the company share price at any time loses the bid (ex: 0.0001 on the ask and zero market makers on the bid on level 2), then the conversion price may, in the holders sole and absolute discretion, be reduced to a fixed conversion price of 0.001(If lower than the conversion price otherwise.)
If the closing price at any time falls below $0.12 the conversion price will be the lower of 40%, equivalent to a 45% discount, of the lowest trading price of the Companys common stock during the 20 consecutive training days immediately preceding the conversion date and the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date.
Under terms of this agreement, the Company was required to set up an initial reserve of 2,450,000 common shares of stock for the potential conversion of convertible note principal and interest as soon as a sufficient number of on issued shares become authorized, no later than January 25, 2016.
Under terms of this note, the Company was required to have a sufficient number of shares reserved to allow full conversion as of the test date of January 25, 2016. This subsequently triggered an event of default, although no formal notice of default was provided and reset the balance to an Adjusted Principal Amount which was defined as double the amount of outstanding principal on the test date.
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 $0.10. The Company has not issued any shares under this agreement.
As of June 30, 2016, the amount outstanding under this note was $43,000.
All convertible notes payable are due within one year and are reflected as current liabilities in the condensed consolidated balance sheet at June 30, 2016.
At June 30, 2016, the Company had $0 remaining in discount of the original issue discount with respect to these notes. Amortization of the original issue discount for the six months ended June 30, 2016 and 2015 was $19,829 and $6,958. Interest expense on the convertible notes for the six months ended June 30, 2016 and 2015 was $21,891 and $177,674, respectively. Accrued interest on these convertible notes for three months ended was six months ended June 30, 2016 was $0.
Derivative Liability - Warrants
In accordance with Financial Accounting Standards Board (FASB) ASC 815, Derivatives and Hedging, the embedded conversion option in the Convertible Note, as well as the Warrants issued by the Company, are required to be accounted for as derivative instrument liabilities. Such liabilities are initially and continuously carried at fair value with changes in their fair value reported in income in each reporting period. Accounting for the conversion option in the Convertible Note and for the Warrants as derivative instruments is required because both the Convertible Note and the Warrants have down-round anti-dilution protection, or ratchet exercise prices, whereby the conversion or exercise price is reduced if the Company subsequently issues common stock, convertible securities or stock options or stock warrants at a lower price or with a lower exercise or conversion price. Such a provision is inconsistent with the fixed for fixed nature of an equity option and therefore the instruments do not meet one of the required tests for equity classification. In addition, because the Convertible Note and the Warrants are denominated in a currency (U.S. dollars) that is different from the Companys functional currency (Canadian dollars), they do not meet the test of being indexed only to the Companys common stock. When one or more instruments are accounted for as derivative liabilities at fair value, the proceeds received are first allocated to the initial fair value of those derivative instruments, with any remaining proceeds allocated to the initial carrying value of the Convertible Note, which is accounted for at amortized cost. Interest is accrued on the initial carrying value of the Convertible Note at whatever effective interest rate is required in order to equate the present value of the expected future cash flows associated with the Convertible Note with their initial carrying value. Stated interest on the Note (10% per annum) is not accrued separately but is included in the effective interest rate on the Convertible Note.
The fair value of the embedded conversion option in the Note and the fair value of the Warrants have been calculated using the call option value output from a binomial Lattice model. A binomial Lattice model assumes that the price of the stock that underlies an option follows a probability distribution in which the underlying event only has one of two possible outcomes - the market price of the stock can either go up or go down in the future.
The Lattice valuation model takes into account all of the assumptions that market participants would likely consider in negotiating the transfer of the embedded conversion option and the Warrants, namely, stock price, exercise price, time to expiration, volatility, risk-free rate and dividends.
The Company between November 26, 2014 and December 31, 2014, repaid the entire convertible note balance of $277,500 thus extinguishing the note. Upon the initial recording of the convertible note and warrants associated with the convertible note, a derivative liability was recorded as the convertible note and warrant each contained embedded derivatives as determined under ASC 815. Since the warrants associated with the convertible note has been exercised there is no outstanding liability as of June 30, 2016. |
STOCKHOLDERS' DEFICIT |
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Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. On March 15, 2016 the Companys shareholders ratified managements restructuring plan by approving the increase in authorized shares to 8,000,000,000.
On May 23, 2016 the Company filed with the Secretary of State for the State of Nevada, the amendment to its state corporate charter to change the name of the company to White Fox Ventures, Inc. (White Fox) to better reflect the new direction of the business and to effect a 100:1 reverse stock split. On May 27, 2016, the Company filed the necessary documents with FINRA requesting these items as well as request a new ticker symbol.
On June 22, 2016, FINRA announced its final approval for the Companys change of name to White Fox Ventures, Inc., as well as a 1:100 Reverse Stock Split and the Companys new Ticker symbol, AWAW, which began trading on July 20, 2016. All share figures are shown in this report are on a post reverse split basis.
In 2015, the Company issued:
On January 20, 2015 1,500,000 shares were issued in the acquisition of Breathe which was accounted for as reverse merger.
On March 31, 2015 the Company issued 26,667 shares for $100,000 in an investment into Tauriga Sciences, Inc. (TAUG). The Company entered into a commercialization/license agreement with TAUG to jointly develop a new line of business involving CBD oil cartridges in on March 31, 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 (reflected as an investment). Due to the very low stock value of both companies and with the Company exiting the eCigarette business both companies have impaired their respective investment to $0 as December 31, 2015.
On May 10, 2015 the Company issued a supplier 7,500 shares of common stock at a value of $22,500 for the payment of inventory ($3.00 per share) and 3,000 shares of common stock valued at $9,000 ($3.00 per share) to a former noteholder ("Iconic") as part of an Assignment and Assumption Agreement dated May 7, 2015.
269,839 common shares were issued for cash in the amount of $1,047,270 at an average share price of $3.90.
718,588 shares of common stock for consulting services rendered and to be rendered accrued as of December 31, 2015 in the amount of $5,547,305 including the cost of 65,000 shares to be issued ($7.70 per share) including an agreement with Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services in exchange for 2.5% of the then issued and outstanding stock at the date of execution. The number of shares of common stock issued and outstanding at the time of this agreement was 2,763,527. At that date 2.5% of the issued and outstanding common stock equaled 69,088 shares. The Company, on May 18, 2015 canceled shares in the amount of 31,500 shares due to services never provided at a value of $157,500 ($5.00 per share).
850,743 common shares were issued for the conversion of principal and accrued interest by the holders of convertible notes at a value of $406,385 having and average share price of $0.50 at conversion.
171,500 common shares of stock to noteholders as commitment and assignment shares and recorded as debt financing cost at a value of $176,050 (average price $1.00.)
Under the first tranche of a July 2, 2015 securities purchase agreement, $240,000 was committed for purchase of common stock and warrants. Cash was received associated with this offering was $233,500, with $6,500 credited to the purchaser for legal fees. Under the second tranche of this agreement the amount to be funded will be $200,000. Second tranche closing date was to be a trading date no later than five (5) Business Days following the effective date of the Registration Statement. on which all of the transaction documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount for the Second Tranche and (ii) the Companys obligations. The Company filed Form S-1 Registration Statement Under the Securities Act of 1933 (S1) on August 17, 2015. On October 2, 2015 the Company pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act) submitted a request for withdrawal of the previously filed S-1.
Under this agreement, the Company was obligated to issue 40,000 common shares of its stock at $6.00 per share subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that occur after the date of agreement. Final purchase price is subject to adjustment based on the closing price of the common stock on first adjustment date that is six (6) months immediately following the closing date (or if such date is not a trading day, the trading day immediately preceding such six (6) month period). Final purchase price is also subject to adjustment based on the second adjustment date based on the closing price of the common stock on thirty (30) days following the first adjustment date (or if such date is not a trading day, the Trading Day immediately preceding such date).
Under the agreement, at any time while warrants are outstanding, if the Company sold or grants any option to purchase, or sell or any common stock or common stock equivalents, at an effective price per share less than the exercise price then in effect but greater than $10.00 (price adjusted) will be considered a dilutive issuance and the holder of the warrant will be entitled to receive shares of common stock at an effective price per share that is less than the exercise price.
Cashless warrants registered in the name of such purchaser to purchase up to a number of shares of common stock equal to 100% of such purchaser shares for the first tranche, with an exercise price equal to $20.00, subject to adjustments whereby the Company may issue without further consideration. In the event that the first adjusted price is higher than the per-share purchase price but lower than $8.00 per share, 10% of the aggregate number of shares issued or issuable or 15% if equal to or lower than the per-share price. The Company must file Form S-1 with the SEC under terms of this agreement.
Under this agreement, the Company reserved 250,000 shares of common stock to provide for the issuance of common shares, the adjustment shares and warrant shares. In the event that the companys stock falls below $4.00 per share for three consecutive training days, the Company will immediately add an additional 150,000 shares to this reserve. In the event that the stock falls below $2.00 per share the three consecutive trading days the Company will immediately add an additional 200,000 shares of the reserve.
On August 25, 2015, the Company consented to an assignment agreement whereby the assignor received $265,000 cash in exchange for the transfer of rights pursuant to the securities purchase agreement dated July 2, 2015. As part of this agreement, the Company directly paid to assignee $180,000 in exchange for the assignee waiving all rights under the original agreement related to price adjustments, second tranche issuance and warrants.
On September 8, 2015 the cashless warrants to purchase 6,906 common shares were exercised to convert to 75,415 common shares based on a price reset to equal the conversion price associated with the debt agreements from the stated strike price of $75.00. The price reset which resulted in the conversion to 75,415 common shares based on the difference between the current market value (market price of $25.00 multiplied by exercise shares of 6,906) and the exercise price ($3.75) multiplied by number of exercise shares (6,906.) This number is then divided by the adjusted price of the common stock ($1.946.)
As of December 31, 2015, the Company has 4,708,113 shares of common stock issued and outstanding. As of December 31, 2015 the Company had a liability for stock of $82,710 for stock to be issued as conversion shares under the note settlement agreement of the March 13, 2015 8% convertible note. Share are to be issued in three issuances of 5,000 each not to have a value less than $5,000 each. Issuances are scheduled November 1, 2015; December 1, 2015 and January 1, 2015. The Company reversed liability for stock issuable under a distribution agreement in the amount of 50,000 common shares which had a value of $37,500 ($0.75 per share) due to that agreement no longer being in effect. The Company further has a liability for stock to be issued under a consulting agreement to issue 14,000 shares in the amount of $17,710 ($1.30 per share.) These shares do not include the shares owed to the noteholders as described in NOTE 5. The liability for those shares is included with the note payable balances.
The Company initiated payments in the amount of $180,000 to buy back price adjustment rights, warrants and additional issuance rights transferred to assignee under original stock purchase agreement dated July 2, 2015. The Company has the 40,000 share stock certificate in its possession pending the stock reissuance to a new certificate to assignee.
In 2016, the Company issued:
In the six months ended June 30, 2016, the Company issued 1,131,700 shares of common stock to holders of convertible notes dated. The noteholders converted $146,220 of principal and interest for the shares. The applicable conversion prices ranged from $0.01 to $0.10 per share.
In the six months ended June 30, 2016, the Company issued 858,326 shares of common stock to Giovanni and Peter Comito and their affiliates pursuant to the Comprehensive Settlement Agreement entered into on March 9, 2016 to convert $1,050,000 in notes payable and acquire the intellectual property of the Company.
In the six months ended June 30, 2016, the Company issued 550,000 common shares to a related party for the settlement of payments made on behalf of the Company. The Company recognized a loss on debt conversion for the amount in excess of the closing stock price on the day of issuance over the value of the liabilities settled in the amount of $12,500 (550,000 shares at $0.10.)
In the six months ended June 30, 2016, the Company issued 29,750,700 shares of common stock to Company board members and officers and other investors, who had invested $364,273 in the Company in the form of payment of various settlements and invoices outstanding. These investments were treated as a private placement with prices ranging from $0.01 to $0.18 per share.
On April 15, 2016, the Company issued 500,000 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 ($0.10 per share.)
On June 17, 2016, the Company issued 97,000 common shares in exchange for May 18, 2016 payments of certain expenses related to the corporate filings in the amount of $47,000 and the funding of an investment in the amount of $50,000 in the common stock of a privately held company, Kudzoo, Inc. representing less than 2% of that company as an investment. This investment will be recorded at cost on the Companys balance sheet.
Authorized Reserved Shares
Under terms of several of the Companys convertible notes it was required under those note agreements at all times to authorize and reserve four and in some cases five times the number of shares that are actually issuable upon full conversion of said notes (based on the conversion price of the notes in effect from time to time.) The noteholders waived the requirement of the reserve shares above and beyond what was needed to convert through the maturity date, notwithstanding the initial reserve amount. The Company is required to make proper provisions so that there after there shall be a sufficient number of shares of common stock authorized and reserved, free from preemptive rights. The Company is further obligated to make any changes to its capital structure which would change the number shares of common stock into which said notes shall be convertible at the then current conversion price. Based on this calculation, the Company did not have sufficient authorized common shares to convert all convertible notes, and exercise all outstanding warrants from the unissued common shares as of December 31, 2015, however, cured any deficiency related to these provisions on March 15, 2016, upon the approval of the DEF 14A and amendments to the Certificates of Incorporation. As noted herein, the noteholders waived this requirement to the Company as they knew the Company was amending their charter to increase the authorized number of common shares to accommodate any conversions.
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 $25.00. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years.
The following table summarizes information about the Companys stock options:
Under the Plan, the exercise price of each option has been established at $25.00. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years. In the year ended December 31, 2015 the last of these options expired. There are no outstanding options as of June 30, 2016.
Stock options-based compensation expense included in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2016 and 2015 was $0.
Warrants
The following table summarizes the Companys share warrants outstanding as of June 30, 2016 and December 31, 2015:
On September 8, 2015 the cashless warrants to purchase 6,906 common shares were exercised to convert to 75,415 common shares based on a price reset to equal the conversion price associated with the debt agreements from the stated strike price of $75.00. The price reset which resulted in the conversion to 75,415 common shares based on the difference between the current market value (market price of $25.00 multiplied by exercise shares of 6,906) and the exercise price ($3.75) multiplied by number of exercise shares (6,906.) This number is then divided by the adjusted price of the common stock ($1.946.)
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 80,000 common shares. Under the Plan, the exercise price of each option has been established at $25.00. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years. 8,500 options were issued in 2013 which expired in 2015. As of June 30, 2016, there are no warrants outstanding.
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LICENSE AGREEMENT AND INVESTMENT |
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LICENSE AGREEMENT AND INVESTMENT | On March 31, 2015, the Company and TAUG entered into a non-exclusive license agreement, whereby TAUG will provide CBD oil cartridges to be used in the Breathe eCigs Corp. e-cigarette. In accordance with the agreement, TAUG was to receive a royalty of 50% of the net revenues associated with the sale of specified list of products listed in the agreement. In addition, there was a share swap between TAUG and the Company to equate to $100,000. The Company issued 26,667 shares at $3.75 for the commercialization of the products. TAUG issued 10,869,565 shares of its stock to acquire the license agreement (investment).
At March 30, 2016 it was determined by management of both companies that the value of the investment based on stock value and no business venture will be pursued was valueless. Therefore, the entire investment and commercialization fees recorded were written off completely. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | On August 24, 2015, the Company, received funds from 3476863 Canada Inc. (Peter Comito) in the amount of $50,000 under a Stock Purchase Agreement. The Company intended to convert these funds into equity through the issuance of common shares of stock. On March 28, 2016, the Company issued common shares under a settlement agreement to satisfy this obligation.
On September 22, 2015, Giovanni Comito purchased 104,000 shares of the Companys common stock, par value $0.10, from Joshua Kimmel, the Companys Chief Executive Officer, Chief Financial Officer and member of the Board of Directors, for an aggregate purchase price of $75,000. All such shares were restricted securities at the time of the purchase and will continue to be restricted securities as such term is defined under Rule 144 of the Securities Act of 1933, as amended.
On September 22, 2015, the Company issued an unsecured promissory note to Kimmel in consideration for gross proceeds to the Company of $75,000 (for which constitutes all proceeds received by Kimmel as part of the Comito Purchase). The Kimmel Note accrues interest at 4.5% per annum unless there is an event of default, in which case the interest rate increases to 9.0% per annum. The entire principal amount and all accrued but unpaid interest under the Kimmel Note will be due and payable by the Company no later than September 22, 2016. As of June 30, 2016, accrued interest was $2,552.
On September 30, 2015, the Company, issued an unsecured promissory note to Giovanni Comito in consideration for gross proceeds to the Company of $400,000 pursuant to a letter of intent (LOI) purchase agreement for the sale of intellectual property held by the Company. The Giovanni Comito Note accrues interest at 4.5% per annum unless there is an event of default in which case the interest rate increases to 9.0% per annum. The entire principal amount and all accrued but unpaid interest under the Giovanni Comito Note will be due and payable by the Company no later than March 31, 2016. On March 28, 2016 this obligation was satisfied with the collective issuance of 858,326 to settle a total of $1,050,000 related party notes related to the purchase of the Companys intellectual property.
During the three months ended December 31, 2015 the Company, issued nine unsecured promissory note to Peter Comito and affiliate companies in consideration for gross proceeds to the Company of $500,000 pursuant to the LOI. The Note accrues interest at 4.5% per annum unless there is an event of default in which case the interest rate increases to 9.0% per annum. The entire principal amount and all accrued but unpaid interest under the Notes will be due and payable by the Company no later than six months after issuance. On March 28, 2016 this obligation was satisfied with the collective issuance of 858,326 to settle a total of $1,050,000 related party notes related to the purchase of the Companys intellectual property.
On October 28, 2015, the Company, issued an unsecured promissory note to 9138-1095 Quebec Inc. (Angelo Chiapetta) in consideration for gross proceeds to the Company of $50,000 pursuant to the LOI. The 9138-1095 Quebec Inc. (Angelo Chiapetta) Note accrues interest at 4.5% per annum unless there is an event of default in which case the interest rate increases to 9.0% per annum. The entire principal amount and all accrued but unpaid interest under the 9138-1095 Quebec Inc. (Angelo Chiapetta) will be due and payable by the Company no later than April 28, 2016. On March 28, 2016 this obligation was satisfied with the collective issuance of 858,326 to settle a total of $1,050,000 related party notes related to the purchase of the Companys intellectual property.
On November 4, 2015, the Company, issued an unsecured promissory note to 7091061 Canada Inc. (Carmine D'Argenio) in consideration for gross proceeds to the Company of $50,000 pursuant to the LOI. The 7091061 Canada Inc. (Carmine D'Argenio) Note accrues interest at 4.5% per annum unless there is an event of default in which case the interest rate increases to 9.0% per annum. The entire principal amount and all accrued but unpaid interest under the 7091061 Canada Inc. (Carmine D'Argenio) will be due and payable by the Company no later than May 4, 2016. On March 28, 2016 this obligation was satisfied with the collective issuance of 858,326 to settle a total of $1,050,000 related party notes related to the purchase of the Companys intellectual property.
During the three months ended March 31, 2016 a related party paid expenses and debt on behalf of the Company in the amount of $42,500 which was agreed to be settled for 550,000 shares of Company stock, issued April 4, 2016.
During the six months ended June 30, 2016 related parties funded obligations of the Company in the amount of $437,584. This amount as of July 31, 2016, was $438,574. The Company issued 22,184,700 shares of common stock to settle these obligations through July 31, 2016, with $3,000 still due.
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PROVISION FOR INCOME TAXES |
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
PROVISION FOR INCOME TAXES | As of June 30, 2016, there is no provision for income taxes, current or deferred.
The Company has approximately $9,742,000 in net operating losses as of June 30, 2016 available to offset future taxable income through 2036. The Company has established a valuation allowance equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
A reconciliation of the Companys effective tax rate as a percentage of income before taxes and the statutory rate for year ended June 30, 2016 is summarized below:
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COMMITMENTS |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS |
The Company had the following financial commitments, represented by lease agreements, as of June 30 2016,
Rent expense for the three and six months ended June 30, 2016 was $3,561 and $7,122 compared to $1,187 and $1,187 for the same period in the prior year. All rental amounts are presented in discontinued operations.
On March 15, 2015 the Company entered into a 38-month lease agreement for office space 322 Nancy Lane, Suite 7, Knoxville, Tennessee. This office was the former operational headquarters for the Company. The Company is currently working with the landlord to find another tenant for this space and remove this obligation.
On April 25, 2016 the Company entered into a lease agreement for virtual office space on New York City, New York to conduct Company business and investor relations. Rent payments commenced on May 1, 2016. Total commitment is $2,790 with expiration of April 30, 2016.
On June 20, 2016, White Fox Japan LLC, the Companys majority owned subsidiary entered into an approximately two-year lease for office space. The lease will commence on August 1, 2016, expiring June 19, 2018. Rent is fixed over the lease period at $7,300 per month. |
CURRENT LITIGATION |
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CURRENT LITIGATION | The Company had the following financial commitments, represented by lease agreements, as of June 30 2016,
Rent expense for the three and six months ended June 30, 2016 was $3,561 and $7,122 compared to $1,187 and $1,187 for the same period in the prior year. All rental amounts are presented in discontinued operations.
On March 15, 2015 the Company entered into a 38-month lease agreement for office space 322 Nancy Lane, Suite 7, Knoxville, Tennessee. This office was the former operational headquarters for the Company. The Company is currently working with the landlord to find another tenant for this space and remove this obligation.
On April 25, 2016 the Company entered into a lease agreement for virtual office space on New York City, New York to conduct Company business and investor relations. Rent payments commenced on May 1, 2016. Total commitment is $2,790 with expiration of April 30, 2016.
On June 20, 2016, White Fox Japan LLC, the Companys majority owned subsidiary entered into an approximately two-year lease for office space. The lease will commence on August 1, 2016, expiring June 19, 2018. Rent is fixed over the lease period at $7,300 per month.
Trademark dispute
On August 5, 2015, the Company received a notice from Breathe, LLC, a Florida limited liability company (Breathe LLC), that the Company was violating Breathe LLCs trademark rights under U.S. Trademark Registration No. 4,633,887 for the name Breathe filed on September 27, 2013 and a demand for the Company to immediately cease and desist from such use. The Company believes that it has rights of prior use to the name Breathe under the federal trademark laws. As such, on August 10, 2015, the Company filed (i) a Petition for Cancellation with the United States Patent and Trademark Office regarding U.S. Trademark Registration No. 4,633,887 and (ii) a Complaint against Breathe LLC in the United States District Court of Eastern District of Tennessee (the "Tennessee Court"), Civil Action No. 3:15-cv-00345 requesting a declaratory judgment regarding the Companys rights to use the trademark. A default judgment is currently pending in the Tennessee Court against Breathe LLC for failure to respond to the Tennessee Court complaint. Breathe LLC has requested the default judgment not be entered and that it be given an extension of time to respond. The Tennessee Court has not ruled on Breathe LLCs request as of the date of the filing of this Form 10-Q. On August 16, 2015, the Company was notified that on August 12, 2015 Breathe LLC filed a Complaint in the United States Southern District Court of New York (the New York Court), Civil Action N. 1:15-cv-06403, against the Company and its Chief Executive Officer, Joshua Kimmel, demanding, among other things, damages of $5,000,000 and an injunction restraining the Company from using the name Breathe. On November 8, 2015, the New York Court held a hearing regarding Breathe LLCs request for a preliminary injunction. On the same day, the New York Court entered an order denying Breathe LLCs request for a preliminary injunction finding "uncontroverted evidence showing that Kimmel began distributing, promoting and advertising electronic cigarettes with the "Breathe" mark prior to September 27, 2013". Despite the New York Courts denial, the overall litigation continues. Although the Company believes it will prevail on the merits, there can be no guaranty that it will do so. If the Company is unable to prevail, it may be required to market its products under a different name.
As of March 30, 2016, pursuant to a settlement agreement under trademark litigation with plaintiff, Breathe LLC (a Florida organization), the Company had 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 was originally due by July 31, 2016 and was paid August 10, 2016.) The Company is also required to issue 500,000 restricted common shares of Company stock (which was issued April 15, 2016) in addition to the transfer of 5,000,000 common shares which it holds in Tauriga Sciences, Inc. 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.
On April 15, 2016 the Company issued 500,000 shares of common stock pursuant to this agreement 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.)
As of August 15, 2016, the Company has not transferred the 5,000,000 common shares which it holds in Tauriga Sciences, Inc. |
SUBSEQUENT EVENTS |
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Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Corporate Matters
Effective July 18, 2016, the Company has dismissed KBL LLP (the Former Accounting Firm) as its independent registered public accounting firm. Effective July 18, 2016, the Company has engaged Pritchett Siler & Hardy, PC Certified Public Accountants of 515 South 400 East, Suite 100 Salt Lake City, Utah (the New Accounting Firm) as its new independent registered public accounting firm as of and for the quarter ending June 30, 2016. The change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm.
On July 20, 2016 the Company began trading under its new ticker symbol, AWAW.
Effective August 13, 2016, Seth Shaw resigned from the Company as Chief Financial Officer and Director. The Company has agreed to buy back 3,200,000 shares issued to him as reimbursement for expenses which he paid personally. The Company will buy back the shares at a price of $0.01 for a total value of $32,000. Mr. Takehiro Abe will be appointed CFO upon Mr. Shaws departure.
Notes Payable
On August 9, 2016, the Company entered into a 12-month non-convertible note with a related party in the amount of the $25,000 bearing an interest rate of 8%. The note matures on August 9, 2017. If the note defaults, the lender at its deaccession may convert principal and accrued interest into common stock at a value of $0.01 per share.
Stock Issuances
On July 19, 2016, the Company issued 1,450,000 common shares to the holder of three convertible notes for the conversion of remaining principal.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Accounting | These consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) and are presented in U.S. dollars. |
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Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates include but are not limited to stock-based compensation and tax valuation allowances. |
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Principles of Consolidation | The condensed consolidated financial statements included the accounts of the Company and Breathe as the acquisition of Breathe was accounted for as a reverse merger and Breathe is the accounting acquirer, from the date that the Merger occurred between the Company and Breathe eCigs Corp. All intercompany transactions and accounts had been eliminated on consolidation. Effective March 11, 2015, the financial statements were no longer consolidated until April 2015 and the establishment of two new wholly-owned subsidiaries, which are inactive.
On June 17, 2016, the Company formed a subsidiary with 99% majority ownership stake. The subsidiary, White Fox Japan LLC, will be presented with a non-controlling interest of 1% for the share owned by related party, Company Chief Operating Officer and Director, Takehiro Abe. The subsidiary will conduct all transactional operational activity of the Company. The subsidiary will plan, manage and promote seminars and classes in Japan. The subsidiary has a fiscal year ended April 30, 2017. As of June 30, 2016 there was no activity in the subsidiary. |
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Business Combination | On January 16, 2015, Breathe entered the Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 1,500,000 shares of common stock. This business combination was accounted for as a reverse merger whereby Breathe is the accounting acquirer as the former Breathe shareholders then controlled greater than 50% of the voting control of the Company.
In November 2014, the FASB issued ASU No. 2014-17, Business Combination. The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirers accounting and reporting basis (pushdown accounting) in its separate financial statements. The entities of the transaction were under common control from January 16, 2015 until February 3, 2015. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event. |
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Stock Based Compensation | The Company estimates the fair value of stock based payment awards made to officers and directors related to the Companys stock incentive plan, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock-based compensation that it grants to officers and directors. The Company is required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of its common stock. The computation of volatility is intended to produce a volatility value that is representative of the Companys expectations about the future volatility of the price of its common stock over an expected term. Shares of the Company commenced trading on August 22, 2013. As a result, the volatility value that the Company calculated may differ from the future volatility of the price of its shares of common stock.
Upon the exercise of stock options, any consideration received and the amounts previously recorded under stock-based compensation are credited to share capital. Upon the issuance of shares resulting from share awards, amounts previously recorded under stock based compensation are credited to share capital. |
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Comprehensive Income (Loss) | The Company adopted ASC 220-10, Reporting Comprehensive Income, (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
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. |
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Cash and Cash Equivalents | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
At June 30, 2016 the Company did not maintain cash or cash equivalent balances at any major United States bank. |
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Income Taxes | The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and liabilities from the same taxation authority. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
The Company accounts for income taxes pursuant to the provision of ASC 740-10, Accounting for Income Taxes (ASC 740-10) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.
In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25, Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purposes of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities generally for three years after they were filed. |
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Revenue Recognition | The Company recognizes revenues from the sale of the Companys products when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss have passed to the customer. Revenue is deferred in all instances where the earnings process is incomplete. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as deferred revenue. Revenues and costs of revenues from consulting contracts will be recognized during the period in which the service will be performed. All revenues will be reported net of any sales discounts or taxes. Any revenues generated are included in discontinued operations. |
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Trade Receivables and Allowance for Doubtful Accounts | The Company was engaged up until March 30, 2016 in the sales and distribution in the consumer products market through sales to distributors, wholesalers and direct to consumers via e-commerce sales of eCigarettes for use by consumers. Trade receivables consisted primarily of amounts due to the Company from their normal business activities whereby approved distributors and wholesalers are extended terms after down payments on orders. The Company controlled credit risk related to the trade receivables through credit approvals, credit limits and monitoring procedures, and perform ongoing credit evaluations of the customers. In assessing the carrying value of its trade receivables, the Company estimated the recoverability by making assumptions based on factors such as current overall and industry-specific economic conditions, historical and anticipated customer performance, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the accounts receivable portfolio. Additional changes to the allowance could be necessary in the future if a customers creditworthiness deteriorates, or if actual defaults are higher than the Companys historical experience. Any difference could result in an increase or decrease in the allowance for doubtful accounts. All accounts receivable, net of an allowance are considered assets from discontinued operations. |
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Inventory | Finished Goods Inventory - Finished goods inventory is stated at the lower of cost or market determined by the first-in, first-out method, and include salable eCigarette product items and supplies that are sale ready to ship to consumers, wholesalers or distributers. Shipping and handling costs (consisting of all costs to warehouse, pick, pack and deliver inventory to customers) will be included in cost of goods sold. Samples are included in marketing expenses which are a component of general and administrative costs. The Company in March 2015 entered into Distribution Agreements with various distributors for the distribution of the Companys products. The Company placed an initial order for merchandise in the amount of $437,750 on March 27, 2015. The Company has outsourced the assembly and production of its products held for resale and will not hold any of the product in its possession. The Companys inventory is received, housed and distributed by a third party fulfillment provider. As of June 30, 2016, the inventory held by the third party fulfillment provider had a value of $227,685.
As of March 30, 2016, pursuant to a settlement agreement under trademark litigation, the Company had 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 is required to pay two cash payments ($10,000 was paid on March 31, 2016 and $15,000 originally due by July 31, 2016 and was paid on August 10, 2016.) Under this agreement, the Company is required to issue 500,000 restricted common shares of Company stock (which was issued April 15, 2016) in addition to the transfer of 5,000,000 common shares which it holds in Tauriga Sciences, Inc. 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 of August 15, 2016, the Company has not transferred the 5,000,000 common shares which it holds in Tauriga Sciences, Inc.
As a result of the settlement agreement and the resultant discontinuance of this operation, management feels that it could sell the current inventory at $.50 for each $1 of inventory therefore an allowance has been recorded to recognize the current expected net realizable value of the on-hand inventory in the amount of $113,843. This amount is reflected in assets from discontinued operations.
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Loss Per Share of Common Stock | Basic net loss per share (Basic EPS) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period.
Diluted earnings per share is computed by dividing adjusted net income available to common shareholders by the weighted average number of common shares outstanding adjusted for the effects of all dilutive common share issuances.
Dilutive common share issuances shall be deemed to have been converted into ordinary shares at the beginning of the period.
For the purpose of calculating diluted earnings per share, the Company shall assume the exercise of dilutive stock options and warrants, as well as shares reserved for the conversion of certain notes payable. The assumed proceeds from these instruments shall be regarded as having been received from the issue of common shares at the average market price of common shares during the period. Dilutive common share issuances are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. |
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Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
The accounting treatment of derivative financial instruments may require that the Company for various instruments record the conversion option and related warrants at their fair values as of the inception date of the agreements, and at fair value as of each subsequent balance sheet date, should the characteristics of these instruments warrant the need to record the derivative liability.
During the year ended December 31, 2014, as a result of entering into the convertible notes, the Company was required to classify certain non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassessed the classification at each balance sheet date. If the classification changed as a result of events during the period, the contract was reclassified as of the date of the event that caused the reclassification.
The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method. Conversion options at variable rates and any options and warrants with ratchet provisions are deemed to contain a down-round protection. Accordingly, they do not meet the scope exception for treatment as a derivative under ASC 815 since down-round protection is not an input into the calculation of the fair value of the equity instruments and cannot be considered indexed to the Companys own stock, which is a for the scope exception as outlined under ASC 815.
The Company signed convertible notes and warrants and has determined that a conversion option is embedded in the note and it is required to bifurcate the conversion option from the host contract under ASC 815 and account for the derivatives at fair value. The estimated fair value of the conversion option was determined using the binomial model. The fair value of the conversion option was classified as a liability until the debt was converted by the note holders or paid back by the Company. The fair value was affected by changes in inputs to that model including the stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Company continued to classify the fair value of the conversion option as a liability until the conversion option was exercised, expired or amended in a way that would no longer require these conversion options to be classified as a liability, whichever comes first. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception date.
For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges as at the transaction date, April 28, 2014, and for the period ended June 30, 2016:
The Company had repaid the debt associated with the derivative liability in December 2014, however carried the warrants through the conversion of those warrants in September 2015. As a result of the conversion of the warrants, the entire derivative liability was extinguished as of September 30, 2015. The Company has no other instruments that contain embedded derivatives.
Prior to the effective date of the DEF 14A (March 15, 2016) which included the amendment to the Certificate of Incorporation increasing the authorized common shares of the Company from 500,000,000 to 8,000,000,000 shares, the Company did not have sufficient authorized shares to effectuate any conversion of convertible notes outstanding with either of the two noteholders. The Company remained in constant negotiations with the noteholders resulting in amended agreements dated March 25, 2016 and March 29, 2016, respectively, and the noteholders did not exercise their right to issue the Company a notice of default. At no time, did the Company consider that the notes outstanding could not be fully settled, with the DEF 14A progressing towards effectiveness. As the 14A was effective, prior to the issuance of this report, the Company in effect, cured any default under the note agreements, and as a result, no derivative liability was recorded by the Company. The amended note agreements reflect the current number of common shares needed to settle the remaining convertible note agreements and there are sufficient shares available to settle these agreements. |
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Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company. |
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Restated Financial Statements | Prior year amounts are presented in accordance with Amendment No. 1 on Form 10 Q/A for the quarters ended March 31, 2015 and June 30, 2015 as filed with the Securities and Exchange Commission on November 10, 2015. The required adjustments were made to correct the error to properly account for its accounting for the acquisition of Breathe eCigs Corp. (formerly Breathe LLC) on January 16, 2015 as a reverse merger for accounting purposes. |
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Recent Issued Accounting Standards | In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. We are currently in the process of assessing the impact the adoption of this guidance will have on the Companys consolidated financial statements.
In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements.
In November 2014, the FASB issued ASU No. 2014-17, Business Combination. The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirers accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event.
During August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern. The provisions of ASU No. 2014-15 require management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Companys consolidated financial statements.
During June 2014, the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, for the interim period ending June 30, 2014. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10.
The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Companys adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures.
There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assumptions Used | For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges as at the transaction date, April 28, 2014, and for the period ended June 30, 2016:
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DISCONTINUED OPERATIONS (Tables) |
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Jun. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued operations | As a result of the disposal of the business and the discontinuance of the eCigarette operations, the following chart reflects the results of the condensed consolidated financial statements as loss from discontinued operations as of June 30, 2016:
WHITE FOX VENTURES, INC. (FORMERLY BREATHE ECIG CORP.) BALANCE SHEET FROM DISCONTINUED OPERATIONS
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STOCKHOLDERS' DEFICIT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Option Activity | The following table summarizes information about the Companys stock options:
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Schedule of Warrant Activity | The following table summarizes the Companys share warrants outstanding as of June 30, 2016 and December 31, 2015:
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LICENSE AGREEMENT AND INVESTMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
License Agreement And Investment Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
License agreement and investment | On March 31, 2015, the Company and TAUG entered into a non-exclusive license agreement, whereby TAUG will provide CBD oil cartridges to be used in the Breathe eCigs Corp. e-cigarette. In accordance with the agreement, TAUG was to receive a royalty of 50% of the net revenues associated with the sale of specified list of products listed in the agreement. In addition, there was a share swap between TAUG and the Company to equate to $100,000. The Company issued 26,667 shares at $3.75 for the commercialization of the products. TAUG issued 10,869,565 shares of its stock to acquire the license agreement (investment).
|
PROVISION FOR INCOME TAXES (Tables) |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | ||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||
Schedule of Components of Provision for Income Taxes | As of June 30, 2016, there is no provision for income taxes, current or deferred.
|
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Reconciliation of Effective Tax Rate as a Percentage of Income Before Taxes and Federal Statutory Rate | A reconciliation of the Companys effective tax rate as a percentage of income before taxes and the statutory rate for year ended June 30, 2016 is summarized below:
|
COMMITMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Leases |
|
CURRENT LITIGATION (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Current Litigation Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Financial commitments, represented by lease agreements | The Company had the following financial commitments, represented by lease agreements, as of June 30 2016,
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ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - CAD |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | CAD (101,138) | CAD (5,675,476) | CAD (303,852) | CAD (6,675,780) |
Proceeds from related party debt | 47,500 | 0 | ||
Proceeds from promissory notes - related party | 47,500 | 0 | ||
Common shares issued for conversion of debt | CAD 146,220 | CAD 406,385 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) |
4 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Apr. 28, 2014 |
Jun. 30, 2016 |
|||||
Convertible Debt [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Risk free interest rate | [1] | 0.0577% | ||||
Dividend yield | [1] | |||||
Expected volatility | [1] | 86.31% | ||||
Warrant [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Risk free interest rate | [1] | 0.144% | ||||
Dividend yield | [1] | |||||
Expected volatility | [1] | 97.33% | ||||
|
ACQUISITION (Details Narrative) |
6 Months Ended |
---|---|
Jun. 30, 2016
shares
| |
Business Combinations [Abstract] | |
Acquisition date | Jan. 16, 2016 |
Issuance of shares for acquisition | 1,500,000 |
DISCONTINUED OPERATIONS (Details) - CAD |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Discontinued Operations Details | ||||
REVENUE | CAD 0 | CAD 6,000 | CAD 19 | CAD 6,000 |
COST OF GOODS SOLD | 0 | 7,057 | 1,851 | 7,057 |
GROSS LOSS | 0 | (1,057) | (1,832) | (1,057) |
OPERATING EXPENSES | ||||
Research and development | 0 | 1,648 | 0 | 2,178 |
Marketing, advertising and promotion | 3,000 | 424,458 | 9,000 | 438,233 |
Rent | 3,561 | 1,187 | 7,122 | 1,187 |
Salaries and related expenses, including stock-based compensation | 0 | 97,649 | 10,911 | 114,150 |
Professional fees | 0 | 323,712 | 0 | 1,155,236 |
Depreciation and amortization | 0 | 9,195 | 0 | 12,449 |
General and administrative | 0 | 144,504 | 1,631 | 167,076 |
Total operating expenses | 6,561 | 1,002,353 | 28,664 | 1,890,509 |
OTHER (INCOME) EXPENSE | ||||
Loss from Inventory valuation LCM | 0 | 0 | (224) | 0 |
Total other (income) expense | 0 | 0 | (224) | 0 |
Net loss before provision for income taxes | (6,561) | (1,003,410) | (30,272) | (1,891,566) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | CAD (6,561) | CAD (1,003,410) | CAD (30,272) | CAD (1,891,566) |
DISCONTINUED OPERATIONS (Details 1) - CAD |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Discontinued Operations Details 1 | ||
Assets of discontinued operations | CAD 113,843 | CAD 114,067 |
Liabilities of discontinued operations | CAD 250,443 | CAD 232,771 |
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (Details Narrative) - CAD |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Debt Instrument [Line Items] | ||||
Amortization of original issue discount | CAD 19,829 | CAD 6,958 | ||
December 24 2015 [Member] | Convertible Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Outstanding | CAD 43,000 | 43,000 | ||
Original Issue Discount | 0 | 0 | ||
Amortization of original issue discount | 19,829 | 6,958 | ||
Interest expenses | 0 | CAD 0 | 21,891 | CAD 177,674 |
December 23 2015 [Member] | Convertible Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Outstanding | 92,000 | 92,000 | ||
Default penalties | 19,737 | 19,737 | ||
June 10 2015 [Member] | Convertible Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Outstanding | 11,188 | 11,188 | ||
June 8 2015 [Member] | Convertible Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Outstanding | CAD 40,000 | CAD 40,000 |
STOCKHOLDERS' DEFICIT (Details) - $ / shares |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2016 |
Dec. 31, 2015 |
|
Warrant [Member] | ||
Number of options: | ||
Outstanding, beginning of period | 0 | 15,406 |
Granted | 0 | 0 |
Exercised | 0 | (6,906) |
Expired | 0 | (8,500) |
Outstanding, end of period | 0 | 0 |
Weighted average exercisable price: | ||
Outstanding, beginning of period | $ 0.00 | $ 66.00 |
Granted | 0.00 | 0.00 |
Exercised | (0.00) | (0.00) |
Forfeited | (0.00) | |
Expired | (0.00) | (0.00) |
Outstanding, end of period | $ 0.00 | $ 0.00 |
Stock Option [Member] | ||
Number of options: | ||
Outstanding, beginning of period | 0 | 2,000 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Forfeited | 0 | 0 |
Expired | 0 | (2,000) |
Outstanding, end of period | 0 | 0 |
Weighted average exercisable price: | ||
Outstanding, beginning of period | $ 0.00 | $ 25.00 |
Granted | 0.00 | 0.00 |
Exercised | (0.00) | (0.00) |
Forfeited | (0.00) | (0.00) |
Expired | (0.00) | (25.00) |
Outstanding, end of period | $ 0.00 | $ 0.00 |
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2016 |
Dec. 31, 2015 |
|
Warrant [Member] | ||
Number of warrants | ||
Outstanding, beginning of period | 0 | 15,406 |
Granted | 0 | 0 |
Exercised | 0 | (6,906) |
Expired | 0 | (8,500) |
Outstanding, end of period | 0 | 0 |
Weighted average remaining life (years) | ||
Outstanding, beginning of period | 0 years | 1 year 6 months |
Outstanding, end of period | 0 years | 0 years |
Weighted average exercise price: | ||
Outstanding, beginning of period | $ 0.00 | $ 66.00 |
Granted | 0.00 | 0.00 |
Exercised | (0.00) | (0.00) |
Expired | 0.00 | 0.00 |
Outstanding, end of period | $ 0.00 | $ 0.00 |
Stock Option [Member] | ||
Number of warrants | ||
Outstanding, beginning of period | 0 | 2,000 |
Granted | 0 | 0 |
Exercised | 0 | 0 |
Expired | 0 | (2,000) |
Outstanding, end of period | 0 | 0 |
Weighted average exercise price: | ||
Outstanding, beginning of period | $ 0.00 | $ 25.00 |
Granted | 0.00 | 0.00 |
Exercised | (0.00) | (0.00) |
Expired | 0.00 | 25.00 |
Outstanding, end of period | $ 0.00 | $ 0.00 |
STOCKHOLDERS' DEFICIT (Details Narrative) - CAD |
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Common stock, outstanding | 38,728,856 | 4,708,113 | ||
Stock options-based compensation expense | CAD 0 | CAD 0 | ||
Stock Option [Member] | ||||
Outstanding, end of period | 0 | 0 | 2,000 | |
Warrant [Member] | ||||
Outstanding, end of period | 0 | 0 | 15,406 |
LICENSE AGREEMENT AND INVESTMENT (Details) - License agreement [Member] |
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2016
CAD
shares
|
Jun. 30, 2016
$ / shares
|
Jun. 30, 2016
CAD
|
Dec. 31, 2015
CAD
|
|
License Agreement / Commercialization Fees - 2 years dated 3/31/15 | ||||
Stock issued | CAD 100,000 | |||
Total | CAD 100,000 | |||
Less: Management impairment valuation | CAD 100,000 | |||
Net end of reporting period | 0 | CAD 0 | ||
Issued 2,666,667 shares of Company common stock | shares | 26,667 | |||
at $0.01 per share. | $ / shares | $ 3.75 | |||
Less: Management impairment valuation | CAD 100,000 | |||
Net end of reporting period | CAD 0 | CAD 0 |
LICENSE AGREEMENT AND INVESTMENT (Details Narrative) - 6 months ended Jun. 30, 2016 - License agreement [Member] |
CAD
shares
|
$ / shares |
---|---|---|
Royalty rate | 50.00% | |
Stock issued | CAD | CAD 100,000 | |
Issued shares of Company common stock | 26,667 | |
Price of shares issued | $ / shares | $ 3.75 | |
Shares received for royalty agreement | 10,869,565 |
RELATED PARTY TRANSACTIONS (Details Narrative) |
6 Months Ended |
---|---|
Jun. 30, 2016
CAD
| |
Obligations [Member] | |
Related party debt | CAD 437,584 |
PROVISION FOR INCOME TAXES (Details) |
Jun. 30, 2016
CAD
|
---|---|
Provision For Income Taxes Details | |
Net operating losses carryforward | CAD 3,312,367 |
Valuation allowance | (3,312,367) |
Total | CAD 0 |
PROVISION FOR INCOME TAXES (Details 1) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Provision For Income Taxes Details 1 | |
Federal rate | 34.00% |
State rate | 0.00% |
Combined Tax Rate | 34.00% |
Valuation allowance | (34.00%) |
PROVISION FOR INCOME TAXES (Details Narrative) - CAD |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Provision For Income Taxes Details Narrative | ||||
Net operating losses available to offset future taxable income | CAD (94,577) | CAD (4,672,066) | CAD (273,580) | CAD (4,784,214) |
COMMITMENTS (Details) |
Jun. 30, 2016
CAD
|
---|---|
Year ending December 31, | |
2016 | CAD 45,181 |
2017 | 103,271 |
2018 | 50,013 |
Total | CAD 198,465 |
COMMITMENTS (Details Narrative) - CAD |
2 Months Ended | 5 Months Ended | ||
---|---|---|---|---|
Mar. 03, 2016 |
Mar. 03, 2015 |
Jun. 03, 2016 |
Jun. 03, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | CAD 3,561 | CAD 1,187 | CAD 7,122 | CAD 1,187 |
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