STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2016

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 Company’s 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 Company’s change of name to White Fox Ventures, Inc., as well as a 1:100 Reverse Stock Split and the Company’s 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 Company’s 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 company’s 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 Company’s balance sheet.

Authorized Reserved Shares

Under terms of several of the Company’s 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 Company’s stock options:

	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		-		-		-		-

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 Company’s share warrants outstanding as of June 30, 2016 and December 31, 2015:

	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		-		-	$	-		-			-	$	-

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.