UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 000-53723

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Florida

30-0791746

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

4 Nancy Court, Suite 4

Wappingers Falls, NY 12590

(Address of principal executive offices) (Zip Code)

(917) 796-9926

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.00001 Par Value

(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Website~~website, if any, every Interactive ~~Data~~ Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if smaller reporting company)		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~February 15, ~~2021~~2022, the registrant had 299,908,214 shares of its Common Stock, $0.00001 par value, outstanding.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		TAUG		OTCQB

TABLE OF CONTENTS

		Pages
PART I. FINANCIAL STATEMENTS
Item 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and March 31, 2021	F-1
	Condensed Consolidated Balance Sheets as of December 31, 2021 (unaudited) and March 31, 2021	F-1
	Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2021 and 2020 (unaudited)	F-2
	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2021 and 2020 (unaudited)	F-2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended September 30, 2021 and 2020 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended December 31, 2021 and 2020 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2021 and 2020 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2021 and 2020 (unaudited)	F-5
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-56
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	1413
Item 4.	CONTROLS AND PROCEDURES	14
PART II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	15
Item 1A.	RISK FACTORS	15
Item 2.	UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS	1817
Item 3.	DEFAULTS UPON SENIOR SECURITIES	1817
Item 4.	MINE SAFETY DISCLOSURES	1817
Item 5.	OTHER INFORMATION	1817
Item 6.	EXHIBITS	1918

PART I. FINANCIAL STATEMENTS

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN US$)

	September 30, 2021			March 31, 2021
	December 31, 2021			March 31, 2021
	(UNAUDITED)
ASSETS
Current assets:
Cash	$	286,~~698~~799		$	49,826
Accounts receivable, net allowance for doubtful accounts		97,~~861~~509			32,227
Investment - trading securities		1792,~~035,511~~723			1,334,425
Investment - other		224,106			224,106
Inventory asset		~~379~~351,~~989~~657			201,372
Prepaid inventory		4962,~~726~~645			423,200
Prepaid expenses and other current assets		~~165~~92,~~694~~412			131,411
Total current assets		1,~~893~~537,~~585~~851			2,396,567
Lease right of use asset		5652,~~797~~927			64,301
Assets held for resale		11,084			11,084
Property and equipment, net		1211,~~062~~049			12,063
Leasehold improvements, net of amortization		43,~~063~~750			4,688
Total assets	$	1,~~977~~616,~~591~~661		$	2,488,703
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Notes payable, net of discounts	$	1,~~383~~459,~~574~~228		$	504,819
Accounts payable		~~148~~241,~~310~~320			390,947
Accrued interest		6086,~~728~~502			14,722
Accrued expenses		5460,~~827~~765			68,442
Liability for common stock to be issued		~~219~~383,~~000~~100			174,000
Lease liability - current portion		15,~~075~~409			14,426
Deferred revenue		52,~~997~~653			-
Total current liabilities		12,~~887~~248,~~511~~977			1,167,356
Lease liability - net of current portion		4238,~~398~~418			50,100
Contingent liability		75,000			-
Total liabilities		2,~~004~~362,~~909~~395			1,217,456
Stockholders’ equity (deficit):
Common stock, par value $0.00001; 400,000,000 shares authorized, 290,421,214 and 275,858,714 outstanding at September 30, 2021 and March 31, 2021, respectively		2,905			2,760
Common stock, par value $0.00001; 400,000,000 shares authorized, 299,908,214 and 275,858,714 outstanding at December 31, 2021 and March 31, 2021, respectively		2,997			2,760
Additional paid-in capital		6465,~~687~~515,~~499~~337			63,417,565
Accumulated deficit		(6466,~~717~~264,~~722~~068	)		(62,149,078	)
Accumulated other comprehensive income		-			-
Total stockholders’ equity (deficit)		(745,734	)		1,271,247
Total stockholders’ equity (deficit)		(27,318	)		1,271,247
Total liabilities and stockholders’ equity (deficit)	$	1,616,661		$	2,488,703
Total liabilities and stockholders’ equity (deficit)	$	1,977,591		$	2,488,703

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-1

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN US$)

	For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Gross revenue	$	122,127		$	87,185		$	168,067		$	171,686
	For the Three Months Ended						For the Nine Months Ended
Sales Discounts		(12,755	)		(10,996	)		(24,962	)		(30,430	)
	December 31,						December 31,
Sales returns		(2,026	)		(830	)		(2,392	)		(1,093	)
	2021			2020			2021			2020
Net Revenue		107,346			75,360			140,713			140,164
Gross revenue	$	116,409		$	95,049		$	284,476		$	266,713
Cost of goods sold		59,224			60,032			74,427			87,063
Sales Discounts		(12,543	)		(18,831	)		(37,505	)		(49,238	)
Gross profit		48,122			15,328			66,286			53,101
Sales returns		(1,286	)		(1,269	)		(3,678	)		(2,362	)
Net Revenue		102,580			74,949			243,293			215,113
Cost of goods sold		46,499			34,348			124,999			133,391
Gross profit		56,081			40,601			118,294			81,722
Operating expenses
Marketing and advertising		~~310~~134,~~457~~713			41105,~~836~~899			~~406~~541,~~736~~449			74180,~~902~~801
Research and development		948,~~624~~781			257,~~488~~173			~~108~~116,~~063~~844			2734,~~305~~478
Fulfilment services		2023,~~059~~988			1625,~~700~~200			6084,~~517~~505			3864,~~950~~200
General and administrative		~~817~~1,~~810~~226,496			~~320~~436,~~246~~097			12,~~660~~887,~~618~~114			~~904~~1,~~719~~328,786
Depreciation and amortization expense		1,326			~~216~~218			23,~~571~~897			~~435~~653
Total operating expenses		1,~~244~~395,~~276~~304			~~404~~574,~~486~~587			23,~~238~~633,~~505~~809			1,~~046~~608,~~311~~918
Loss from operations		(1,~~196~~339,~~154~~223	)		(~~389~~533,~~158~~986	)		(23,~~172~~515,~~219~~515	)		(~~993~~1,~~210~~527,196	)
Other income (expense)
Interest expense		(~~418~~67,~~982~~129	)		(~~292~~289,~~788~~503	)		(~~854~~921,~~793~~922	)		(~~612~~901,~~410~~913	)
Unrealized gain (loss) on trading securities		~~(671~~6,~~875~~963	)		39939,~~077~~590			(~~918~~911,~~041~~078	)		59998,~~110~~700
Gain (Loss) on conversion of debt		-			-			-			(45,770	)
Gain on sale of trading securities		550,731			-			1,376,409			-
Gain on lease termination		-			836			-			836
Total other income (expense)		(540,126	)		(253,711	)		(396,425	)		(599,070	)
Loss on impairment of investment		-			(139,106	)		-			(139,106	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(1,736,280	)		(642,869	)		(2,568,644	)		(1,592,280	)
Gain (loss) on sale of trading securities		(142,884	)		-			1,233,525			-
PROVISION FOR INCOME TAXES								-
Total other income (expense)		(203,050	)		511,817			(599,475	)		(87,253	)
Net loss		(1,736,280	)		(642,869	)		(2,568,644	)		(1,592,280	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(1,542,273	)		(22,169	)		(4,114,990	)		(1,614,449	)
Net loss attributable to common shareholders	$	(1,736,280	)	$	(642,869	)	$	(2,568,644	)	$	(1,592,280	)
PROVISION FOR INCOME TAXES		-			-			-			-
Loss per share - basic and diluted - Continuing operations	$	(0.006	)	$	(0.004	)	$	(0.009	)	$	(0.010	)
Net loss		(1,542,273	)		(22,169	)		(4,114,990	)		(1,614,449	)
Weighted average number of shares outstanding - basic and fully diluted		282,675,039			146,966,946			282,675,039			164,869,672
Net loss attributable to common shareholders	$	(1,542,273	)	$	(22,169	)	$	(4,114,990	)	$	(1,614,449	)
Loss per share - basic and diluted - Continuing operations	$	(0.005	)	$	(0.000	)	$	(0.014	)	$	(0.008	)
Weighted average number of shares outstanding - basic and fully diluted		297,002,160			162,575,227			287,468,112			193,622,141

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-2

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE ~~AND SIX~~ MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2020 AND 2021

											Accumulated
					Additional						other					Total
	Number of				paid-in			Accumulated			comprehensive		Subscription			stockholders’
	shares		Amount		capital			deficit			income (loss)		Receivable			deficit
Balance at June 30, 2020		145,323,728	$	1,453	$	59,401,093		$	(59,472,043	)	$	-	$	-		$	(69,497	)
Issuance of shares to CEO for cash at $0.05 per share		700,000		7		34,993			-			-		-			35,000
Issuance of shares to CEO for cash		700,000	$	7	$	34,993		$	-		$	-	$	-		$	35,000
Issuance of shares via private placement at $0.025 to $0.035 per share		7,850,000		79		214,296			-			-		(60,000	)		154,375
Issuance of commitment shares - debt financing at $0.027808 to $0.0344 per share		215,000		2		7,541			-			-		-			7,543
Shares issued for note conversion at $0.01869 to $0.02128 per share		18,497,751		185		348,462			-			-		-			348,647
Stock-based compensation vesting		-		-		31,221			-			-		-			31,221
Stock issued for services at $0.31 to $0.32		-		-		-			-			-		-			-
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02614 to $0.02754		7,000,000		70		214,994			-			-		-			215,064
Recognition of beneficial conversion feature of convertible notes		-		-		-			-			-		-			-
Cumulative effect of adoption of Lease standard ASC 842		-		-		-			-			-		-			-
Net loss for the three months ended September 30, 2020		-		-		-			(642,869	)		-		-			(642,869	)
Balance at September 30, 2020		179,586,479	$	1,796	$	60,252,600		$	(60,114,912	)	$	-	$	(60,000	)	$	79,484
Balance at June 30, 2021		285,696,214	$	2,858	$	64,232,854		$	(62,981,442	)	$	-	$	-		$	(1,254,270	)
Issuance of shares to CEO for cash at $0.05 per share		-		-		-			-			-		-			-
Issuance of shares via private placement at $0.024 to $0.09 per share		1,700,000	$	17	$	67,983		$	-		$	-	$	-		$	68,000
Issuance of shares via private placement at $0.027 to $0.0275 per share		1,824,998		19		49,920			-			-		60,000			109,939
Issuance of commitment shares - debt financing at $0.028 to $0.092 per share		1,250,000		12		55,987			-			-		-			55,999
Issuance of shares to directors at $0.0412 per share
Stock-based compensation vesting		-		-		295,693			-			-		-			295,693
Issuance of shares to directors at $0.0412 per share, shares
Stock issued for services at $0.0306 to $0.05		1,775,000		18		(18	)		-			-		-			-
Issuance of commitment shares - debt financing at $0.027808 to $0.0355 per share		2,250,000		23		67,977			-			-		-			68,000
Recognition of beneficial conversion feature of convertible notes		-		-		35,000			-			-		-			-
Shares issued for note conversion at $0.01242 to $0.019602 per share		37,407,876		374		574,992			-			-		-			575,366
Net loss for the three months ended September 30, 2021		-		-		-			(1,736,280	)		-		-			(1,736,280	)
Stock-based compensation vesting		-		-		71,398			-			-		-			71,398
Balance at September 30, 2021		290,421,214	$	2,905	$	64,687,499		$	(64,717,722	)		-		-		$	(27,318	)
Stock issued for services at $0.0306 to $0.05		5,062,500		50		(50	)		-			-		-			-
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02675		1,160,000		12		31,020			-			-		-			31,032
Recognition of beneficial conversion feature of convertible notes		-		-		26,600			-			-		-			26,600
Cumulative effect of adoption of Lease standard ASC 842		-		-		-			-			-		-			-
Net loss for the three months ended December 31, 2020		-		-		-			(22,169	)		-		-			(22,169	)
Balance at December 31, 2020		227,291,853	$	2,274	$	61,074,457		$	(60,137,081	)	$	-	$	-		$	939,650

											Accumulated
					Additional						other				Total
	Number of				paid-in			Accumulated			comprehensive		Subscription		stockholders’
	shares		Amount		capital			deficit			income (loss)		Receivable		deficit
Balance at September 30, 2021		290,421,214	$	2,905	$	64,687,499		$	(64,721,795	)	$	-	$	-	$	(31,391	)
Issuance of shares to directors at $0.0412 per share		2,500,000		25		(25	)									-
Issuance of commitment shares - debt financing at $0.04 to $0.051 per share		1,787,000		17		82,462			-			-		-		82,479
Stock-based compensation vesting		-		-		707,928			-			-		-		707,928
Stock issued for services at $0.0393 to $0.0956		5,200,000		50		(50	)		-			-		-		-
Recognition of beneficial conversion feature of convertible notes		-		-		37,523			-			-		-		37,523
Net loss for the three months ended December 31, 2021		-		-		-			(1,542,273	)		-		-		(1,542,273	)
Balance at December 31, 2021		299,908,214	$	2,997	$	65,515,337		$	(66,264,068	)	$	-	$	-	$	(745,734	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(UNAUDITED)

											Accumulated
					Additional						other					Total
	Number of				paid-in			Accumulated			comprehensive		Subscription			stockholders’
	Number of shares		Amount		paid-in capital			Accumulated deficit			comprehensive income (loss)		Subscription Receivable			stockholders’ deficit
	shares		Amount		capital			deficit			income (loss)		Receivable			deficit
Balance at March 31, 2021		275,858,714	$	2,760	$	63,417,565		$	62,149,078		$	-	$	-		$	1,271,247
									-								-
Issuance of shares via private placement at $0.024 to $0.09 per share		4,000,000		40		241,960			-			-		-			242,000
Issuance of commitment shares - debt financing at $0.028 to $0.092 per share		3,050,000		30		256,969			-			-		-			256,999
Stock-based compensation vesting		-		-		358,080			-			-		-			358,080
Stock issued for services at $0.0306 to $0.05		7,512,500		75		(75	)		-			-		-			-
Recognition of beneficial conversion feature of convertible notes		-		-		413,000			-			-		-			413,000
Net loss for the six months ended September 30, 2021		-		-		-			(2,568,644	)		-		-			(2,568,644	)
Balance at September 30, 2021		290,421,214	$	2,905	$	64,687,499		$	(64,717,722	)	$	-	$	-		$	(27,318	)
Balance at March 31, 2020		107,039,107	$	1,070	$	58,213,365		$	(58,522,632	)	$	-	$	-		$	(308,197	)
Issuance of shares to CEO for cash at $0.05 per share		700,000		7		34,993			-			-		-		$	35,000
Issuance of shares via private placement at $0.025 to $0.035 per share		1315,~~850~~674,~~000~~998		~~139~~158		~~405~~455,~~236~~156			-			-		~~(60,000~~-	)		~~345~~455,~~375~~314
Issuance of shares via private placement		13,850,000		139		405,236			-			-		(60,000)			345,375
Issuances of commitment shares - debt financing at $0.028 to $0.0355 per share		2,990,000		31		92,086			-			-		-			92,117
Issuances of commitment shares - debt financing at $0.03 to $0.0322 per share		740,000		7		24,111			-			-		-			24,118
Shares issued for note conversion at $0.01242 to $0.02128 per share		75,915,248		758		1,321,317			-			-		-			1,322,075
Issuance of commitment shares - debt financing		740,000		7		24,111			-			-		-			24,118
Stock-based compensation vesting		-		-		348,470			-			-		-			348,470
Shares issued for note conversion at $0.01869 to $0.02128 per share		38,507,372		385		746,325			-			-		-			746,710
Stock issued for services at $0.0306 to $0.05		11,062,500		110		(110	)		-			-		-			-
Stock-based compensation vesting		-		-		277,070			-			-		-			277,070
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02614 to $0.03344		13,910,000		140		400,374			-			-		-			400,514
Stock issued for services at $0.31 to $0.32		6,000,000		60		(60	)		-			-		-			-
Recognition of beneficial conversion feature of convertible notes		-		-		208,806			-			-		-			208,806
Stock issued for services		6,000,000		60		(60	)		-			-		-			-
Net loss for the nine months ended December 31, 2020		-		-		-			(1,614,449	)		-		-			(1,614,449	)
Issuance of unrestricted shares - Tangiers Investment agreement at $0.02614 to $0.02754		12,750,000		128		369,354			-			-		-			369,482
Balance at December 31, 2020		227,291,853	$	2,274	$	61,074,457		$	(60,137,081	)	$	-	$	-		$	939,650
Recognition of beneficial conversion feature of convertible notes		-		-		182,206			-			-		-			182,206
Net loss for the six months ended September 30, 2020		-		-		-			(1,592,280	)		-		-			(1,592,280	)
Net loss		-		-		-			(1,592,280	)		-		-			(1,592,280	)
Balance at September 30, 2020		179,586,479	$	1,796	$	60,252,600		$	(60,114,912	)	$	-	$	(60,000	)	$	79,484

F-3

											Accumulated
					Additional						other				Total
	Number of				paid-in			Accumulated			comprehensive		Subscription		stockholders’
	shares		Amount		capital			deficit			income (loss)		Receivable		deficit

Balance at March 31, 2021		275,858,714	$	2,760	$	63,417,565		$	(62,149,078	)	$	-	$	-	$	1,271,247
									-							-
Issuance of shares via private placement at $0.04 to $0.08 per share		4,000,000		40		241,960			-			-		-		242,000
Issuance to director @$0.0412		2,500,000		25		(25	)		-			-		-		-
Issuance of commitment shares - debt financing at $0.04 to $0.129 per share		4,837,000		48		339,432			-			-		-		339,480
Stock-based compensation vesting		-		-		1,066,006			-			-		-		1,066,006
Stock issued for services at $0.0393 to $0.129		12,712,500		124		(124	)		-			-		-		-
Recognition of beneficial conversion feature of convertible notes		-		-		450,523			-			-		-		450,523
Issuance of shares to CEO for cash
Issuance of shares via private placement		4,000,000		40		241,960			-			-		-		242,000
Issuance to director		2,500,000		25		(25	)		-			-		-		-
Issuance of commitment shares - debt financing		4,837,000		48		339,432			-			-		-		339,480
Shares issued for note conversion
Stock issued for services		12,712,500		124		(124	)		-			-		-		-
Issuance of unrestricted shares - Tangiers Investment agreement		-		-		450,523			-			-		-		450,523
Net loss for the nine months ended December 31, 2021		-		-		-			(4,114,990	)		-		-		(4,114,990	)
Balance at December 31, 2021		299,908,214	$	2,997	$	65,515,337		$	(66,264,068	)	$	-	$	-	$	(745,734	)

~~TAURIGA~~The accompanying ~~SCIENCES,~~notes ~~INC.~~are ~~AND~~an ~~SUBSDIARY~~integral part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US$)

	2021			2020
	For the Six Months Ended
	September 30,
	2021			2020
Cash flows from operating activities
Net loss attributable to controlling interest	$	(2,568,644	)	$	(1,592,280	)
Adjustments to reconcile net loss to cash used in operating activities:
Bad debt expense		5,851			29,404
Amortization of original issue discount		49,083			57,165
Non-cash lease operating lease expense		451			3,546
Depreciation and amortization		2,571			435
Non-cash interest		257,000			24,119
Amortization of debt discount		367,672			483,734
Common stock issued and issuable for services (including stock-based compensation)		358,079			277,071
Gain on disposal of discontinued operation		-			-
Legal fees deducted from proceeds of notes payable		-			6,700
(Gain) loss on the sale of trading securities		(1,376,409	)		-
Unrealized loss (gain) on trading securities		918,042			(59,110	)
(Increase) decrease in assets
Prepaid expenses		(34,283	)		54,209
Inventory (including inventory not received)		194,857			(125,089	)
Investments in trading securities		(1,579,632	)		-
Proceeds from sale of trading securities		2,336,914			-
Accounts receivable		16,515			(16,175	)
Increase (decrease) in liabilities					-
Accounts payable		(242,637	)		21,242
Deferred revenue		5,997			(384	)
Accrued expenses		61,385			2,092
Accrued interest		46,006			46,745
Cash used in operating activities		(1,181,183	)		(786,576	)
Cash flows from investing activities
Investment - other		-			(278,212	)
Purchase of property and equipment		(1,945	)		-
Cash used in investing activities		(1,945	)		(278,212	)
Cash flows from financing activities
Repayment of principal on notes payable to individuals and companies		(245,000	)		(100,000	)
Proceeds from the sale of common stock (including to be issued)		287,000			359,313
Proceeds from notes payable to individuals and companies		1,120,000			-
Proceeds from sale of registered shares - Tangiers Investment Agreement		-			369,482
Proceeds from convertible notes		-			432,800
Cash provided by financing activities		1,162,000			1,061,595
Net decrease in cash		(21,128	)		(3,193	)
Cash, beginning of year		49,826			5,348
Cash, end of year	$	28,698		$	2,155
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest Paid	$	16,721		$	50,000
Taxes Paid	$	-		$	-
NON-CASH ITEMS
Conversion of notes payable and accrued interest for common stock	$	-		$	746,708
Original issue discount on notes payable and debentures	$	73,500		$	-
Recognition of debt discount	$	413,000		$	182,206

The accompanying notes are an integral part of the consolidated financial statements.

F-4

TAURIGA SCIENCES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US$)


	For the Nine Months Ended
	December 31,

	2021			2020
Cash flows from operating activities
Net loss attributable to controlling interest	$	(4,114,990	)	$	(1,614,449	)
Adjustments to reconcile net loss to cash used in operating activities:
Bad debt expense		5,851			29,404
Amortization of original issue discount		60,791			84,377
Non-cash lease operating lease expense		675			102
Depreciation and amortization		3,897			653
Non-cash interest		339,480			92,119
Amortization of debt discount		392,640			616,121
Gain on lease termination		-			(836	)
Common stock issued and issuable for services (including stock-based compensation)		1,066,007			348,469
Gain on disposal of discontinued operation		-			139,106
Legal fees deducted from proceeds of notes payable		-			6,700
Gain on the sale of trading securities		(1,233,525	)		-
Unrealized loss (gain) on trading securities		911,078			(998,700	)
(Increase) decrease in assets
Prepaid expenses		38,999			(20,637	)
Inventory (including inventory not received)		210,270			(102,207	)
Investments in trading securities		(1,579,536	)		-
Proceeds from sale of trading securities		2,443,684			-
Accounts receivable		18,867			(20,841	)
Increase (decrease) in liabilities
Accounts payable		(149,627	)		1,800
Deferred revenue		2,653			1,926
Accrued expenses		67,324			51,125
Accrued interest		71,780			60,551
Cash used in operating activities		(1,443,682	)		(1,325,217	)

Cash flows from investing activities
Exercise of unregistered warrants for common stock		-			(240,000	)
Investment - other		-			(278,212	)
Purchase of property and equipment		(1,945	)		(4,138	)
Cash used in investing activities		(1,945	)		(522,350	)

Cash flows from financing activities
Repayment of principal on notes payable to individuals and companies		(245,000	)		(100,000	)
Proceeds from the sale of common stock (including to be issued)		451,100			801,563
Proceeds from notes payable to individuals and companies		1,196,500			220,000
Proceeds from sale of registered shares - Tangiers Investment Agreement		-			400,515
Proceeds from convertible notes		-			692,800
Cash provided by financing activities		1,402,600			2,014,878
Net increase (decrease) in cash		(43,027	)		167,311

Cash, beginning of year		49,826			5,348
Cash, end of the period	$	6,799		$	172,659

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid	$	16,721		$	50,000
Taxes Paid	$	-		$	-

NON-CASH ITEMS
Conversion of notes payable and accrued interest for common stock	$	-		$	1,322,075
Original issue discount on notes payable and debentures	$	82,000		$	63,333
Recognition of debt discount	$	450,522		$	208,806

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-5

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN

NATURE OF BUSINESS

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s 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 condensed consolidated financial statements be read in conjunction with the March 31, 2021 Form 10-K filed with the SEC, including the audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable, the accuracy of the amounts is in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed consolidated 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.

Tauriga Sciences, Inc. (the “Company”) is a Florida corporation, with its principal place of business located at 4 Nancy Court, Suite 4, Wappingers Falls, NY 12590. The Company has, over time, moved into a diversified life sciences technology and consumer products company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology and consumer products spaces.

Tauriga Pharma Corp.

On January 4, 2018, the Company announced the formation of a wholly owned subsidiary in Delaware, now known as Tauriga Pharma Corp. This ~~subsidary~~subsidiary’s focus is on the development of a pharmaceutical product line that is synergistic with the Company’s primary ~~CBD~~ CBD product line. Currently, the plan is to initially create a pharmaceutical line of products to address nausea symptoms related to ~~chemotherapy~~ chemotherapy treatment in patients, which we will submit for clinical trials and to regulatory agencies for approval.

On March 18, 2020, the Company filed a Provisional U.S. Patent Application covering its pharmaceutical grade version of Tauri-Gum™. This patent application, filed with the United States Patent & Trademark Office (“U.S.P.T.O.”), titled: “MEDICATED CBD COMPOSITIONS, METHODS OF MANUFACTURING, AND METHODS OF TREATMENT.” The Company’s proposed pharmaceutical grade version of Tauri-Gum™ is being developed for nausea regulation, intended specifically to target patients subjected to ongoing chemotherapy treatment(s) (the “Indication”). The delivery system for this pharmaceutical product is an improved version of the existing “Tauri-Gum™” chewing gum formulation based on continued research and development. The Company converted this provisional patent application into a U.S. Non-Provisional Patent Application March 17, 2021.

On March 17, 2021, the Company converted its U.S. Provisional Patent Application (filed on March 17, 2020) to a U.S. Non-Provisional Patent Application. This non-provisional patent application relates to the Company’s proposed pharmaceutical cannabinoid chewing gum delivery system for treatment of nausea derived from active chemotherapy treatment.

Also on March 17, 2021, the Company filed an additional U.S. Provisional Patent Application relating to alternative pharmaceutical cannabinoid delivery systems.

On March 17, 2021, the Company filed an International Patent Application under the Patent Cooperation Treaty (“PCT”), a cooperative agreement entered into by more than 130 countries with the purpose of bringing international conformity to the filing and preliminary evaluation of patent applications. This application relates to the Company’s proposed pharmaceutical cannabinoid chewing gum delivery system being developed to treat nausea derived from active chemotherapy treatment.

The PCT application is published by the International Bureau at the World Intellectual Property Organization (“WIPO”), based in Geneva, Switzerland, in one of the ten “languages of publication”: Arabic, Chinese, English, French, German, Japanese, Korean, Portuguese, Russian, and Spanish.

F-56

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

NATURE OF BUSINESS (CONTINUED)

Tauriga Pharma Corp. (Continued)

Currently, the pharmaceutical grade version of Tauri-Gum^TM is in the pre-IND stage of development. The development team is working on several parallel workstreams, including:

● formulation development; ● non-clinical in vivo and in vitro studies to inform the effective clinical dose and safety margin; ● regulatory strategy and regulatory documentation preparation; ● confirmation of the active pharmaceutical ingredient (API); and ● Identifying pharma-grade API suppliers.

● non-clinical in vivo and in vitro studies to inform the effective clinical dose and safety margin;

● regulatory strategy and regulatory documentation preparation;

● confirmation of the active pharmaceutical ingredient (API); and

● Identifying pharma-grade API suppliers.

Tauriga Sciences Limited

On June 10, 2019, the Company formed a wholly owned subsidiary, Tauriga Sciences Limited, with the Registrar of Companies for Northern Ireland. Tauriga Sciences Limited is a private limited Company. The entity was established in conjunction with e-commerce merchant services. In conjunction to this new entity the Company entered into a two-year lease commencing on June 11, 2019. The office is located at Regus World Trade Centre Muelle de Barcelona, edif. Sur, 2a Planta Barcelona Cataluña 08039 Spain. The Company terminated this lease during October 2020. The Company no longer maintains an office in this region.

Chief Medical Officer

On July 15, 2020, the Company appointed Dr. Keith Aqua (“Dr. Aqua”) as an independent contractor to the position of Chief Medical Officer (“CMO”) and entered into a consulting agreement with Dr. Aqua carrying a term of 12 months from inception, expiring on July 15, 2021. In his CMO capacity, Dr. Aqua assisted the Company in the development of the Company’s proposed pharmaceutical grade version of Tauri-Gum™. In addition, Dr. Aqua helped to establish a distribution network for the Company to market its Tauri-Gum™ brand to a variety of physicians and medical practices in southern Florida. In consideration of the services provided by Dr. Aqua, and pursuant to the terms of the Agreement, the Company issued Dr. Aqua (i) upon entry into the Agreement 750,000 shares of restricted common stock, (ii) 750,000 shares of restricted common stock which were issued in equal monthly instalments of 62,500 shares beginning August 15, 2020 thru the expiration date, and (iii) agreed to $4,000 cash per quarter during the term of the Agreement, payable following the completion of each such quarter. As of ~~September~~December 3031, 2021, the Company issued 1,500,000 restricted shares of its common stock to Dr. ~~Aqua~~ Aqua valued at $59,250 ($0.0395 per share). As of this report date, the Company is negotiating the renewal of this agreement.

NFTauriga Corp.

Effective April 14, 2021, the Company formed NFTauriga Corp. in the State of ~~Deleware~~Delaware, as a wholly owned subsidiary. The Company is the sole holder of total authorized 100 shares having a par value of $0.00001. The Company’s Chief Executive Officer, Seth M. Shaw is the initial sole member of the board of directors, to serve until a qualified successor is duly elected. Mr. Shaw will also serve as the Chief Executive Officer and Secretary. The registered office of NFTauriga Corp. in the State of Delaware shall be at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC. NFTauriga Corp. will have the same fiscal year and principal executive office and the Company.

F-67

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

Master Services Agreement

On December 16, 2020, the Company entered into a Master Services Agreement with North Carolina based Clinical Strategies & Tactics, Inc. (“CSTI”) to resume the clinical development of its proposed anti-nausea pharmaceutical grade version of Tauri-Gum™. CSTI will primarily focus its efforts on (i) Pharmaceutical Development Strategy, (ii) Commercialization Strategy, and (iii) Funding Strategy. The Company will with work with CSTI’s founder and chief executive officer, JoAnn C. Giannone. Ms. Giannone has over 25 years’ experience effectively leading companies through the drug and medical device development process. On December 23, 2020, the Company funded the initial consulting fees associated with this Agreement, in the amount of $67,500, exclusive of out-of-pocket reimbursable expenses. The Company has paid additional fees, effected through change orders to the original contract, in the amount of $85,000. These additional fees were for pharmaceutical testing and market research. Under the terms of the Agreement and related statement of work, CTSI will provide a high-level assessment and documentation of the development efforts required to commercialize the proposed pharmaceutical product globally, a commercial assessment, and a review of potential funding strategies and funding sources and potential business partners. The delivery system for this proposed pharmaceutical version is a modified version (with higher concentration of CBD) of the existing Tauri-Gum™” chewing gum formulation based on continued research and development. As of ~~September~~December 3031, 2021, ~~$2,536~~all of contract ~~payments~~ payments were ~~recorded~~fully ~~as prepaid expense for services yet to be rendered~~expensed.

COMPANY PRODUCTS

Tauri-Gum^TM

In late December 2018, the Company entered into a “Manufacturing Agreement” with Maryland based chewing gum manufacturer, Per Os Biosciences LLC (“Per Os Bio”) to launch a white label line of CBD infused chewing gum under the brand name Tauri-Gum^TM.

The Manufacturing Agreement with Per Os Bio to produce Tauri-Gum^TM initially consisted of 10mg of CBD isolate for its inaugural mint flavor. This proprietary CBD Gum will be manufactured under U.S. Patent # 9,744,128 (“Method for manufacturing medicated chewing gum without cooling”). Each production batch is tested by a 3rd Party for CBD label content, THC content (0%), and clear for microbiology. The retail packaging consists of an 8-piece blister card labeled with lot number and expiration date.

In October 2019, we also filed trademark applications for the above-referenced marks in each of the European Union and Canada. The Company received notice of allowance from the European Union Intellectual Property Office granting the Company its trademark registration for Tauri-Gum™ (E.U. Trademark # 018138334) on February 18, 2020.

During fiscal year 2020, the Company commenced development of a cannabigerol “CBG” isolate infused version of Tauri-Gum™ introducing Peach-Lemon flavor (containing 10mg CBG per piece) and Black Currant Flavor (containing 15mg of CBG per piece).

During fiscal year 2021, the Company developed an Immune Booster version of Tauri-Gum™ chewing gum. This product contains 60mg of Vitamin C and 10mg of Elemental Zinc per piece. This product does not contain any phytocannabinoids (i.e., CBD or CBG).

During late fiscal year 2021, the Company enhanced its original Tauri-Gum™ formulation by increasing the infusion concentrations of both its Cannabidiol (“CBD”) and Cannabigerol (“CBG”) Tauri-Gum™ products to 25mg per piece of chewing gum (previous concentration was 10mg for the Pomegranate, Blood Orange, Mint, and Peach-Lemon flavors and 15mg for the Black Currant flavor). Additionally, the Company increased its Tauri-Gum™ product offerings to 9 SKUs. The new offerings being introduced are Cherry-Lime Rickey flavored Caffeine infused chewing gum, an 8-piece blister pack of containing 50mg of caffeine per piece and Golden Raspberry flavored Vitamin D3 infused chewing gum, containing 2,000 IU (50 micrograms) of Vitamin D3 per piece. Through its October 2020 partnership with Think Big LLC (the Company founded by the son of late iconic U.S. rap artist, NOTORIOUS BIG aka “Frank White”), the Company is also offering 2 limited edition Licensed Tauri-Gum™/Frank White products: Honey-Lemon flavored chewing gum (containing: 15mg CBD, 15mg CBG, 5mg Vitamin C, 10mg Zinc per piece) and Mint flavor (25mg CBD per piece).

~~Delta 8 Version of Tauri~~F-~~Gum™~~8

During March 2021, the Company developed a Delta-8-Tetrahydrocannabinol (“Delta-8-THC” or “Delta-8”) infused version of Tauri-Gum™. The Company is focused on expanding both its product offerings and revenue opportunities, in a manner that is ethical, innovative, and fully compliant with Federal laws & regulations. Due to strong indications of demand, the Company has completed a double production run of its Evergreen Mint flavor, Delta 8 THC infused (10mg per piece of chewing gum), Version of Tauri-Gum™.

All of the CBD/CBG Tauri-GumTM skus are made in the USA, formulations are allergen free, gluten free, vegan, kosher certified (K-Star), Halal certified (Etimad), non-GMO, vegan incorporated by a proprietary lab-tested manufacturing process.

F-7

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

COMPANY PRODUCTS (CONTINUED)

Delta 8 Version of Tauri-Gum™

All of the CBD/CBG Tauri-Gum^TM products are made in the USA, formulations are allergen free, gluten free, vegan, kosher certified (K-Star), Halal certified (Etimad), non-GMO, vegan incorporated by a proprietary lab-tested manufacturing process.

Tauri-Gummies™

On November 25, 2019, the Company announced that it has finalized the formulation for its Vegan 25 mg CBD (Isolate) Infused Gummies product to be branded Tauri-Gummies™ for which a trademark was filed in Switzerland and the European Union. The company has received a Notice of Allowance from the European Union Intellectual Property Office (“E.U.I.P.O.”) granting the Company its trademark Registration for: Tauri-Gummies™ (E.U. Trademark # 018138348), effective June 24, 2020. This Notice of Allowance extends our protective period for this mark until October 2029 and may be extended thereafter for ten-year intervals.

This gelatin free, plant-based, Vegan and Kosher certified formulation contains 24 gummies per jar, 6 of each flavor (cherry, orange, lemon and lime). Each gummy contains 25mg of CBD isolate (600 mg of CBD isolate per jar). These gum drops have been manufactured in the “Nostalgic” 1950s confectionary style. The Company commenced sales of Tauri-Gummies™ in January 2020.

Other Products

The Company, from time to time, will offer various formats of CBD product through its e-commerce website. As of this report date the Company is currently offering a 70% dark chocolate 30mg CBD non-GMO dietary supplement and 100mg CBD scented bath bombs (Mint, Pomegranate, Blood Orange, Black Currant). The Company also offers 100mg CDG infused Peach/Lemon bath bombs as well as a D3 infused Golden Raspberry and Cherry Lime Rickey caffeine infused bath bombs. The Company’s current offering includes a line of skin care products sold on its ecommerce website under the product line name of Uncle Bud’s. The skin care products include three different 4.2mg CBD facemasks (collagen, detoxifying and tightening masks), 100mg CBD daily moisturizer, 30mg CBD anti-wrinkle dream, hand and foot cream with hemp seed oil, 120mg CBD massage and body oil, 240mg CBD body revive roll-on, 35mg CBD transdermal patch and 120mg CBD body spray. The Company also offers Tauri-Pet dog food in three flavors (peanut butter, butternut squash and crispy apple.

On January 3, 2022, we filed Trademark applications in the United States and the European Union for marks for each of TAURI-PET and TAURI-SUN. A notice of Allowance was granted by the European Union Intellectual Property Office for the use of TAURI-SUN on January 25, 2022, registration Serial No. 018567792.

We await a further Notice of Allowance or comment upon TAURI-PET and TAURI-SUN from each of the United States Patent and Trademark Office and the European Union Intellectual Property Office (other than the granted EU registration for TAURI-SUN noted above).

For a full list of our currently available products please visit our e-Commerce website at https://taurigum.com/.

See our “Risk Factors” contained in our Annual Report dated March 31, 2021 filed with the Securities and Exchange Commission on June 29, 2021, as amended August 16, ~~2021including~~2021, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis, which Risk Factors are updated by our periodic reports.

DISTRIBUTION OF THE COMPANY’S PRODUCTS

Think BIG, LLC License Agreement

On September 24, 2020, we entered into (i) a License Agreement (“License”) with Think BIG, LLC, a Los Angeles based company (“Think BIG”), (ii) a Professional Services Agreement (the “PSA”) with Willie C. Mack, Jr., CEO of Think BIG and (iii) a Professional Services Agreement (“PSA 2”) with Christopher J. Wallace, a co-founder of Think BIG (each of Willie C. Mack, Jr. and Christopher J. Wallace referred to herein as a “Brand Ambassador”), with the collective intent to enhance sales and marketing of the Company’s product lines, including its proprietary Rainbow Deluxe Sampler Pack (“Rainbow Pack”), and any co-branded products created by the parties to the License and each of the PSAs (the “Co-Branded Products”).

F-89

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

DISTRIBUTION OF THE COMPANY’S PRODUCTS (CONTINUED)

Think BIG, LLC License Agreement (Continued)

The term of this license is for a period of two years from September 24, 2020 (the “Effective Date”), unless earlier terminated by either party pursuant to the terms thereunder. The term of each of the PSA and the PSA 2 shall commence on the Effective Date and end on the earlier of (i) the two-year anniversary thereof; (ii) the termination for any reason of the License; or (iii) the earlier termination of the PSA Agreement pursuant to the terms thereunder.

The licensing arrangement permits for cross licensing, brand building, e-commerce customer acquisition efforts, retail customer acquisition efforts, enhanced social media presence, public relations & visibility strategies, as well as potential outreach to celebrities, and various other types of in-kind services in order to increase both Company revenue and customer acquisition efforts. The License will also allow for future joint development projects that will leverage the iconic “Frank White” brand and likeness/intellectual property (to which Think Big has the intellectual property rights). The Companies further agreed to a 50/50 gross profit split on sales of specially branded product, payable on or before the 15th day of each calendar month for the immediately preceding calendar month. In addition, the Company originally agreed to pay Think BIG, via a quarterly marketing fee for a period of twelve months in the amount $15,000 per quarter (for an aggregate total of $60,000), the first payment of which was paid by the Company within 10 days of the entry into the License. Subsequently, the parties agreed that the remaining payments would no longer be paid to Think BIG in exchange for the Company funding specially branded inventory printing and product as well as other marketing initiatives.

Under each of the PSA and the PSA 2, each Brand Ambassador shall provide promotional and marketing services (“Services”) to the Company during the term of the respective PSAs, subject to the terms and conditions set forth therein, in connection with the Co-Branded Products and any co-developed products; and perform their individual marketing and promotional services set forth under the PSA and the PSA 2, respectively, and each of the exhibits annexed thereto.

As consideration for each Brand Ambassador’s Services set forth under their respective PSAs, the Company agreed to issue each Brand Ambassador 1,500,000 restricted shares of the Company’s common stock, upon execution of the PSA and PSA 2. These shares were issued on December 17,2020. Under the PSA’s, the Company had initially agreed, following the one-year anniversary of the Effective Date, an additional 1,500,000 restricted shares of Company’s common stock could be issued to each Brand Ambassador, subject to the satisfaction of the terms of such additional services and/or criteria to be mutually agreed upon by the parties to the PSA and/or the PSA 2. The Company has determined that these additional shares will not be paid. The value of all shares issued and to be issued had a value of $183,600 that will be recognized over the term of the contract. This agreement is still in effect as the Company is still selling this co-branded product. Through December 31, 2021, the Company has recognized approximately $1,122 of sales of co-branded product.

Stock Up Express Agreement

Effective February 1, 2021, the Company entered into a distribution agreement with Connecticut based Stock Up Express, a division of Bozzuto’s Inc., a distributor that generates more than $3 Billion in annual sales. The agreement shall remain in effect for a period of two (2) years, with automatic renewal for additional successive one (1) year terms. Under terms of this distribution agreement, Stock Up Express will market and resell the Company’s flagship brand, Tauri-Gum™, to its customer base of wholesale and retail customers in the mainland United States. The two companies will jointly market Tauri-Gum™ to Stock Up Express’ customer base. The Agreement allows for modification of product offerings, and the Company expects to offer additional product items over the course of calendar year 2021. Either party may terminate this Agreement for convenience by giving a sixty (60) day written notice to the other party or either party has the right to terminate this agreement if the other party breaches or is in default of any obligation hereunder, including the failure to make any payment when due, which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party or within such additional cure period as the non-defaulting party may authorize in writing. As of ~~September~~December 3031, 2021, the Company has recognized no sales under this agreement.

The Company has entered into multiple other arrangements that are more fully described and annexed thereto in our annual report, and such other subsequent periodic and current reports that we have filed with the Securities and Exchange Commission, ~~and~~which ~~included~~agreements inare ~~those~~filed ~~agreements~~to ~~filed~~such reports and incorporated by reference ashereto and ~~exhibits~~ thereto.

F-910

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

REGULATORY MATTERS

Food and Drug Administration (“FDA”)

On May 31, 2019, the U. S. Food and Drug Administration (“FDA”) held public hearings to obtain scientific data and information about the safety, manufacturing, product quality, marketing, labeling, and sale of products containing cannabis or cannabis-derived compounds, including CBD. The hearing came approximately five months after the Agricultural Improvement Act of 2018 (more commonly known as the Farm Bill), went into effect and removed industrial hemp from the Schedule I prohibition under the Controlled Substances Act (CSA) (industrial hemp means cannabis plants and derivatives that contain no more than 0.3 percent tetrahydrocannabinol, or THC, on a dry weight basis).

Though the Farm Bill removed industrial hemp from the Schedule I list, the Farm Bill preserved the regulatory authority of the FDA over cannabis and cannabis-derived compounds used in food and pharmaceutical products under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and section 351 of the Public Health Service Act. The FDA has been clear that it intends to use this authority to regulate cannabis and cannabis-derived products, including CBD, in the same manner as any other food or drug ingredient. In addition to holding the hearing, the agency had requested comments by July 2, 2019 regarding any health and safety risks of CBD use, and how products containing CBD are currently produced and marketed, which comment period was concluded on July 16, 2019. As of the date hereof, the FDA has taken the position that it is unlawful to put into interstate commerce food products containing hemp derived CBD, or to market CBD as, or in, a dietary supplement. Furthermore, since the closure of the FDA hearings on this issue, some state and local agencies have issued a ban on the sale of any food or beverages containing CBD. There have been legislative efforts at the federal level, which seek to provide clear guidance to industry stakeholders regarding how to comply with applicable FDA law with respect to CBD and other hemp derived cannabinoids. However, such legislative efforts have been limited and as of this date, these legislative efforts require extensive further approvals, including approval from both houses of Congress and the President of the United States, before being enacted into law, if at all.

FDA Clinical Trial Process – United States Drug Development

Furthermore, with respect to Company’s developing CBG and additional cannabinoid product lines, the FDA has provided no guidance as to how cannabinoids other than CBD (such as CBG) shall be regulated under the FD&C Act, and it is unclear at this time how such potential regulation could affect the results of the operations or prospects of the Company or this product line.

In the United States, the FDA regulates drugs, medical devices and combinations of drugs and devices, or combination products, under the FDCA and its implementing regulations. Drugs are also subject to other federal, state and local statutes and regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, untitled or warning letters, requests for voluntary product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us.

The process required by the FDA before a drug may be marketed in the United States generally involves the following:

● completion of extensive pre-clinical in vitro and animal studies to evaluate safety and pharmacodynamic effects, formulation development, analytical method development, and manufacturing of the active pharmaceutical ingredient (API) and drug product for clinical trials in accordance with applicable regulations, including the FDA’s Current Good Laboratory Practice (cGLP) regulations and Current Good Manufacturing Practice (cGMP) regulations;

● submission to the FDA of an Investigational New Drug (IND) application, which must become effective before human clinical trials may begin;

● performance of adequate and well-controlled human clinical trials in accordance with an applicable IND and other clinical study related regulations, sometimes referred to as Current Good Clinical Practice (cGCPs), to establish the safety and efficacy of the proposed drug for its proposed indication, and API and drug product scale-up for registration batch production and stability;

● submission to the FDA of a New Drug Application (NDA);

F-1011

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

REGULATORY MATTERS (CONTINUED)

FDA Clinical Trial Process – United States Drug Development (Continued)

● satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with the FDA’s cGMP requirements;

● potential FDA audit of the clinical trial sites that generated the data in support of the NDA; and

● FDA review and approval of the NDA prior to any commercial marketing or sale.

Once a pharmaceutical product candidate is identified for development, it enters the pre-clinical testing stage. Pre-clinical tests include laboratory evaluations of product characterization, drug product formulation development and stability, as well as pharmacology and toxicology animal studies. An IND Sponsor must submit the results of the pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature, to the FDA as part of the IND. The sponsor must also include a protocol detailing, among other things, the objectives of the initial clinical trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the initial clinical trial lends itself to an efficacy evaluation. Some pre-clinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions related to a proposed clinical trial and places the trial on a clinical hold within that 30-day period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns or non-compliance and may be imposed on all drug products within a certain class of drugs. The FDA also can impose partial clinical holds, for example, prohibiting the initiation of clinical trials of a certain duration or for a certain dose.

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations. These regulations include the requirement that all research subjects provide informed consent in writing before their participation in any clinical trial. Further, an IRB must review and approve the plan for any clinical trial before it commences at any institution, and the IRB must conduct continuing review and reapprove the study at least annually. An IRB considers, among other things, whether the risks to individuals participating in the clinical trial are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the information regarding the clinical trial and the consent form that must be provided to each clinical trial subject or his or her legal Representative and must monitor the clinical trial until completed.

Each new clinical protocol and any amendments to the protocol must be submitted for FDA review, and to the IRBs for approval. Protocols detail, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined. The phases are described below. For the TAUG Pharma product, however, the safety profile of the API is known, and a Phase 1 program is not expected. Therefore, it is anticipated that that the first-time-in-human (FTIH) study will be a Phase 2 study.

● Phase 1. The product is initially introduced into a small number of healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion and, if possible, to gain early evidence on effectiveness. In the case of some products for severe or life-threatening diseases, especially when the product is suspected or known to be unavoidably toxic, the initial human testing may be conducted in patients.

● Phase 2. Involves clinical trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage and schedule.

● Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit relationship of the product and provide an adequate basis for product labeling.

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TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

REGULATORY MATTERS (CONTINUED)

Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These studies are used to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase 4 trials. Companies that conduct certain clinical trials also are required to register them and post the results of completed clinical trials on a government-sponsored database, such as ClinicalTrials.gov in the United States, within certain timeframes. Failure to do so can result in fines, adverse publicity and civil and criminal sanctions.

Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA, and written IND safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events, findings from other studies that suggest a significant risk to humans exposed to the product, findings from animal or in vitro testing that suggest a significant risk to human subjects, and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or Investigator Brochure. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all. The FDA or the clinical trial Sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the product has been associated with unexpected serious harm to patients. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether a trial may move forward at designated check points based on access to certain data from the study. The clinical trial Sponsor may also suspend or terminate a clinical trial based on evolving business objectives and/or competitive climate.

The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested. Stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

NDA and FDA Review Process

The results of product development, pre-clinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the drug, proposed labeling and other relevant information, are submitted to the FDA as part of an NDA for a new drug, requesting approval to market the product. The submission of an NDA is subject to the payment of a substantial user fee, and the sponsor of an approved NDA is also subject to an annual program user fee; although a waiver of such fee may be obtained under certain limited circumstances. For example, the agency will waive the application fee for the first human drug application that a small business or its affiliate submits for review.

The FDA reviews all NDAs submitted before it accepts them for filing and may request additional information rather than accepting an NDA for filing. The FDA typically decides on accepting an NDA for filing within 60 days of receipt. The decision to accept the NDA for filing means that the FDA has made a threshold determination that the application is sufficiently complete to permit a substantive review. Under the goals and policies agreed to by the FDA under the Prescription Drug User Fee Act (“PDUFA”), the FDA’s goal to complete its substantive review of a standard NDA and respond to the applicant is ten months from the receipt of the NDA. The FDA does not always meet its PDUFA goal dates, and the review process is often significantly extended by FDA requests for additional information or clarification and may go through multiple review cycles.

After the NDA submission is accepted for filing, the FDA reviews the NDA to determine, among other things, whether the proposed product is safe and effective for its intended use, and whether the product is being manufactured in accordance with cGMPs to assure and preserve the product’s identity, strength, quality and purity. The FDA may refer applications for novel drug products or drug products which present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. The FDA will likely re-analyze the clinical trial data, which could result in extensive discussions between the FDA and us during the review process. The review and evaluation of an NDA by the FDA is extensive and time consuming and may take longer than originally planned to complete, and we may not receive a timely approval, if at all.

F-1213

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

REGULATORY MATTERS (CONTINUED)

Before approving an NDA, the FDA will conduct a pre-approval inspection of the manufacturing facilities for the new product to determine whether they comply with cGMPs. The FDA will not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. In addition, before approving an NDA, the FDA may also audit data from clinical trials to ensure compliance with GCP requirements. After the FDA evaluates the application, manufacturing process and manufacturing facilities, it may issue an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete and the application will not be approved in its present form. A Complete Response Letter usually describes all the specific deficiencies in the NDA identified by the FDA. The Complete Response Letter may require additional clinical data and/or an additional pivotal Phase 3 clinical trial(s), and/or other significant and time-consuming requirements related to clinical trials, nonclinical studies or manufacturing. If a Complete Response Letter is issued, the applicant may either resubmit the NDA, addressing all the deficiencies identified in the letter, or withdraw the application. Even if such data and information are submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive, and the FDA may interpret data differently than the Sponsor interprets the same data.

New York State Department of Health

The New York State Department of Health (NYDPH) has begun implementing regulations concerning the processing and retail sale of hemp derived cannabinoids. Under the regulations, “cannabinoid” is broadly defined as “any phytocannabinoid found in hemp, including but not limited to, Tetrahydrocannabinol (THC), tetrahydrocannabinolic acid (THCA), cannabidiol (CBD), cannabidiolic acid (CBDA), cannabinol (CBN), cannabigerol (CBG), cannabichromene (CBC), cannabicyclol (CBL), cannabivarin (CBV), tetrahydrocannabivarin (THCV), cannabidivarin (CBDV), cannabichromevarin (CBCV), cannabigerovarin (CBGV), cannabigerol monomethyl ether (CBGM), cannabielsoin (CBE), cannabicitran (CBT).

These regulations came into effect on January 1, 2021, and all “cannabinoid hemp processors” and “cannabinoid hemp retailers” operating within the state of New York must be licensed by the NYDPH. The regulations expressly allow for food and beverages to contain “cannabinoids”, so long as such products meet certain requirements. To this end, the Company has submitted its license application with the NYDPH in compliance with this legislation. These regulations are evolving and the NYDPH recently issued a set of regulations to address the use of industrial hemp derived Δ8- Tetrahydrocannabinol (Δ8 THC) and Δ10- Tetrahydrocannabinol (Δ10 THC) in cannabinoid hemp products manufactured and sold in New York.

The product requirements under the current regulations, include but are not limited to: the product must not contain more than 0.3% total Δ9- Tetrahydrocannabinol concentration; the product must not contain tobacco or alcohol; the product must not be in the form of an injectable, transdermal patch, inhaler, suppository, flower product including cigarette, cigar or pre-roll, or any other disallowed form as determined by the NYDPH; if the product is sold as a food or beverage product, it must not have more than 25mg of cannabinoids per product; and, if sold as an inhalable cannabinoid hemp product, the product will be subject to a number of additional safety measures.

Furthermore, all cannabinoid products sold at retail are subject to a series of labeling requirements. All such products must be labeled with the amount of cannabinoids in the product and the amount of milligrams per serving. If the product contains THC, the amount of THC in the product needs to be stated on the label in milligrams on a per serving and per package basis. In addition, all products are required to have a scannable bar code or QR code which links to a certificate of analysis and the packaging is prohibited from being attractive to consumers under 18 years of age. Products are also required to list appropriate warnings for consumer awareness. The Company’s entire product line will comply with the above standards.

See our Risk Factors and going concern opinion in this report for more information about these items, as well as certain related disclosures included our Results of Operations under the heading “Going Concern”.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding, success in developing and marketing its products and the level of competition and potential regulatory enforcement actions. These risks and others are described in greater detail in the Risk Factors set forth in this periodic report and our annual reports that we have filed and will also file in the future.

F-1314

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

OTHER BUSINESS ITEMS

Nausea Derived from Active Chemotherapy Treatment

The Company announced that it has progressed development efforts on its ongoing ~~Pharmaceutical~~pharmaceutical development project to deliver an Rx ~~product~~ product (TAU 413) to treat Nausea Derived from Active Chemotherapy Treatment. The Company plans to perform in vitro studies with TAU ~~413~~ 413 during the next quarter. In vivo testing and product formulation development will follow. If these efforts are successful, and funding is secured, the company intends to submit an IND during the 2022.

On October 6, 2021, the Company announced that it has received notification from the Patent Cooperation Treaty (“PCT”) that its International Patent Application (App No. PCT/US21/22668) was Published (Publication No. WO2021/188612) on September 23, 2021. This International Patent Application was filed by the Company on March 17, 2021 as is Titled: MEDICATED CANNABINOID COMPOSITIONS, METHODS OF MANUFACTURING, AND METHODS OF TREATMENT. This International Patent Application relates to the Company’s proposed Pharmaceutical, Cannabinoid based, Chewing Gum product (Sublingual Absorption - Delivery System) under development for the treatment of: Nausea Derived from Active Chemotherapy Treatment.

On November 1, 2021 the Company received Notice of Publication from U.S. Patent and Trademark Office (“USPTO”), for its U.S. Patent Application No. 17/204,106. The Company filed this U.S. Patent Application on March 17, 2021 and its related to its ongoing pharmaceutical development efforts.

Strategic Marketing and Consulting Agreement with Mayer & Associates

On June 14, 2021, the Company entered into a 12-month Strategic Marketing and Consulting Agreement with Mayer & Associates. Under this agreement the Company paid $150,000 as well as the issuance of 3,500,000 shares of restricted common shares of Company stock. Half of the cash payment ($75,000) was paid upon execution of this agreement and the other half was paid approximately 90 days thereafter. Upon execution, the Company issued 2,200,000 of the above-mentioned shares. The remaining 1,300,000 above-mentioned shares were issued approximately 90 days after this contract was executed. Mayer and Associates will provide the Company with opportunities relating to the world of professional sports, with respect to its products and product lines. This includes, but is not limited to, introductions to professional sports leagues, celebrity (professional athletes) influencers/brand ambassadors/brand liaison(s), research and development opportunities, hosting of small periodic events for the Company and a diversified group of high-profile contacts and relationships, use social media exposure, podcasts backing of various elements from professional sports as well as assist the Company in advising of potential merger partners and developing corporate partnering relationships. The Company, at the sole discretion of its board, may pay an additional payment of $75,000 as permitted under this agreement based on performance. This additional payment will be recorded as a contingent liability on the Company condensed consolidated balance sheet until formally authorized by the Company’s board of directors. This agreement is terminable after six months. As of the date of this quarterly report date, the aforementioned shares have been issued.

~~GOING~~Corporate ~~CONCERN~~Advisory Board Appointment

~~During~~On December 1, 2021, the ~~fourth~~Company, ~~quarter~~appointed Mr. Matthew A. Shaw to its corporate advisory board. Currently, Matthew A. Shaw serves as Head of Mergers & Acquisitions/Tax for the ~~year~~U.S. ~~ended~~businesses ~~March~~of 31Nestlé, ~~2019~~the world’s largest food and beverage company. In joining Tauriga’s Corporate Advisory Board, his main focus will be to help the Company ~~began~~in ~~sales~~a ~~and~~general ~~marketing~~strategic ~~efforts~~advisory ~~for~~role ~~its~~in ~~Mint~~evaluating opportunities ~~flavored~~to ~~Tauri-GumTM product~~grow revenue and expand market opportunities. ~~During~~Mr. Matthew A. Shaw is the ~~year~~brother ~~ended~~of ~~March~~our ~~31,~~Company’s ~~2021~~CEO, whose valuable business acumen should serve the Company ~~recognized~~well ~~net~~in ~~sales~~his capacity as an advisor. Matthew A. Shaw, J.D., LL.M., draws upon nearly fifteen years of ~~$285~~experience providing strategic solutions to multi-billion-dollar corporate tax issues for Fortune 100 companies. Mr. Shaw obtained his Bachelor of Science degree from Cornell University,~~319~~ and alaw ~~gross~~degree ~~profit~~from William and Mary School of ~~$122~~Law,~~692.~~ ~~During~~where he served on the editorial board of the ~~six~~William ~~months~~& ~~ended~~Mary ~~September~~Law 30Review. Thereafter he graduated, ~~2021~~with distinction, ~~the~~from ~~Company~~The ~~recognized~~Georgetown ~~net~~University ~~sales~~Law Center, earning a Master of ~~$140,713~~Laws ~~and~~in aTaxation. ~~gross~~Mr. ~~profit~~Shaw served as an advisor in the M&A Tax group of ~~$66~~KPMG’s Washington National Tax Office for over a decade,~~286.~~ Atwhere ~~September~~his 30practice focused on acquisitions and divestitures, including many multi-billion-dollar public spin-off transactions, ~~2021~~internal restructuring transactions, ~~the~~debt ~~Company~~and ~~had~~equity offerings, loss monetization transactions, and consolidated return matters. Mr. Shaw left KPMG as a ~~working~~Managing ~~capital~~Director ~~surplus~~in of2018 $6to join Nestlé USA,~~074~~ ~~compared~~where tohe $1currently serves as Head of M&A Tax and Assistant General Tax Counsel. While at Nestlé,~~229,211~~ ~~for~~he has overseen the ~~year~~tax ~~ended~~aspects ~~March~~of ~~31,~~more ~~2021.~~than ~~The~~$30 ~~current~~billion ~~lower~~of acquisitions and divestitures, ~~surplus~~including isdue ~~largely~~diligence, ~~resultant~~structuring, ~~from~~funding, ~~increased~~legal ~~debt~~documents, ~~levels~~and integration. ~~Although~~He speaks in professional forums such as the ~~Company~~D.C. ~~has~~Bar and aTax ~~working~~Executives ~~capital~~Institute, ~~surplus~~and has published several articles, ~~there~~including isin noThe ~~guarantee~~Journal ~~that this~~of ~~will~~Corporate ~~continue~~Taxation, ~~therefore~~and itin ~~still~~the ~~believes~~BNA ~~that~~Daily Tax ~~there~~Report. Outside of professional activities, Matt is ~~uncertainty~~an ~~with~~avid ~~respect~~chess tofan ~~continuing~~and ascarries a ~~going~~master ~~concern~~level rating (albeit provisional) at the USCF.

On July 1, 2019, months after the NYC Department of Heath announced a ban on cannabidiol in foods and beverages (mainly focused on restaurants and baked goods), the result of which was that the updated New York City Health Code now includes an embargoing of CBDF-infused Edible(s) Products (including packaged products). The Company is hopeful that due to the recent regulatory regime for cannabinoid products implemented by the NYDPH, the New York City Council will remove the current CBD ban and implement regulations surrounding CBD products in a logical and prompt manner. The Company believes it is well positioned under the current regulatory structure, and has taken a conservative approach towards its products, including, for example, ensuring that its product manufacturer periodically tests for compliance with the Agricultural Improvement Act of 2018, such as utilizing CBD oils from hemp plants which contain 0.3% or less THC content. Subsequent to the balance sheet date, the State of New York has determined that it is allowable to sell CBD Infused Edible products in the forms of both food and drink (inclusive of chewing gum). It was also determined that no time can CBD be sold in products that contain either alcohol or tobacco. Additionally, the State of New York also said that NO CBD product may be sold if it contains more than 0.3% (1/333rd by Composition) THC. No Individual food or beverage product may contain more than 25mg of Hemp-Extracted Cannabinoids (“CBD” or “CBG”) per serving. Food and drink infused with CBD and Other Hemp Extracts must be packaged by the manufacturer and extracts cannot be added at the retail level. The Company’s entire product line will comply with these standards.15

The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets to fund future operations as well as the possible sale of its remaining marketable securities which had a market value of $1,035,511 at September 30, 2021. In the event the Company cannot raise additional capital to fund and/or expand operations or fails to raise adequate capital and generate adequate sales revenue, or if the regulatory landscape were to become more difficult or result in regulatory enforcement, it could result in the Company having to curtail or cease operations.

F-14

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 1 – BASIS OF OPERATIONS AND GOING CONCERN (CONTINUED)

GOING CONCERN ~~(CONTINUED)~~

During the fourth quarter of the year ended March 31, 2019, the Company began sales and marketing efforts for its Mint flavored Tauri-Gum^TMproduct. During the year ended March 31, 2021, the Company recognized net sales of $285,319 and a gross profit of $122,692. During the nine months ended December 31, 2021, the Company recognized net sales of $243,293 and a gross profit of $118,294. At December 31, 2021, the Company had a working capital deficit of $711,126 compared to $1,229,211 for the year ended March 31, 2021. The current lower surplus is largely resultant from increased debt levels. Although the Company has a working capital surplus, there is no guarantee that this will continue therefore it still believes that there is uncertainty with respect to continuing as a going concern.

On July 1, 2019, months after the NYC Department of Heath announced a ban on cannabidiol in foods and beverages (mainly focused on restaurants and baked goods), the result of which was that the updated New York City Health Code now includes an embargoing of CBD-infused Edible(s) Products (including packaged products). The Company is hopeful that due to the recent regulatory regime for cannabinoid products implemented by the NYDPH, the New York City Council will remove the current CBD ban and implement regulations surrounding CBD products in a logical and prompt manner. The Company believes it is well positioned under the current regulatory structure, and has taken a conservative approach towards its products, including, for example, ensuring that its product manufacturer periodically tests for compliance with the Agricultural Improvement Act of 2018, such as utilizing CBD oils from hemp plants which contain 0.3% or less THC content. Subsequent to the balance sheet date, the State of New York has determined that it is allowable to sell CBD Infused Edible products in the forms of both food and drink (inclusive of chewing gum). It was also determined that no time can CBD be sold in products that contain either alcohol or tobacco. Additionally, the State of New York also said that NO CBD product may be sold if it contains more than 0.3% (1/333rd by Composition) THC. No Individual food or beverage product may contain more than 25mg of Hemp-Extracted Cannabinoids (“CBD” or “CBG”) per serving. Food and drink infused with CBD and Other Hemp Extracts must be packaged by the manufacturer and extracts cannot be added at the retail level. The Company’s entire product line will comply with these standards.

The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets to fund future operations as well as the possible sale of its remaining marketable securities which had a market value of $1,035,511 at December 31, 2021. In the event the Company cannot raise additional capital to fund and/or expand operations or fails to raise adequate capital and generate adequate sales revenue, or if the regulatory landscape were to become more difficult or result in regulatory enforcement, it could result in the Company having to curtail or cease operations.

Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues in the short term, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations to achieve profitability thereby eliminating its reliance on alternative sources of funding. Although management believes that the Company continues to strengthen its financial position over time, there is still no guarantee that profitable operations with sufficient cashflow to sustain operations can or will be achieved without the need of alternative financing, which is limited. These matters still raise significant doubt about the Company’s ability to continue as a going concern as determined by management. The Company believes that there is uncertainty with respect to continuing as a going concern until the operating business can achieve sufficient sales to maintain profitable operations and sustain cash flow to operate the Company for a period of twelve months. In the event the Company does need to raise additional capital to fund operations or engage in a transaction, failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations.

Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are successful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~F-16

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

These condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the Blink contractual arrangement), NFTauriga Corp. and Tauriga Sciences Limited. All intercompany transactions have been eliminated in consolidation. As of September 30, 2021, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp.

SEGMENT INFORMATION

The Company has adopted provisions of ASC 280-10 Segment Reporting for the three and six months ended September 30, 2021 and 2020. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its Chief Operating Decision Makers determined that the Company’s operations consist of two segments: (i) The first division consists of all retail, wholesale and e-commerce product sales of CBD/CBG Tauri-GumTM, Tauri-GummiesTM, and other CBD/CBG products, and (ii) the second segment will be a research and development division that consist of liabilities and results from any activity relative to the progress in the development of the Company’s FDA IND application for Phase II Trial of its proposed pharmaceutical grade version of Tauri-Gum™. The cost basis investment in Aegea has been treated as a non-operating asset and will therefore not be reported as a part of the research and development division.

F-15

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(CONTINUED)~~

~~SEGMENT~~CONDENSED ~~INFORMATION~~CONSOLIDATED ~~(CONTINUED)~~FINANCIAL STATEMENTS

~~Results~~These condensed consolidated financial statements include the accounts and activities of Tauriga Sciences, Inc., its wholly-owned Canadian subsidiary, its wholly-owned subsidiary Tauriga Pharma Corp. (f/k/a Tauriga Biz Dev Corp – or “Tauriga BDC” and referenced herein as Tauriga BDC for contextual purposes only in describing the ~~three~~Blink contractual arrangement), NFTauriga Corp. and ~~six~~Tauriga ~~months~~Sciences Limited. ~~ended~~All ~~September~~intercompany 30transactions have been eliminated in consolidation. As of December 31, 2021, there is no activity in any of the Company’s subsidiaries other than Tauriga Pharma Corp.

SEGMENT INFORMATION

The Company has adopted provisions of ASC 280-10 Segment Reporting for the three and nine months ended December 31, 2021 and 2020. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its Chief Operating Decision Makers determined that the Company’s operations consist of two segments: (i) The first division consists of all retail, wholesale and e-commerce product sales of CBD/CBG Tauri-Gum^TM, Tauri-Gummies^TM, and other CBD/CBG products, and (ii) the second segment will be a research and development division that consist of liabilities and results from any activity relative to the progress in the development of the Company’s FDA IND application for Phase II Trial of its proposed pharmaceutical grade version of Tauri-Gum™. The cost basis investment in Aegea has been treated as a non-operating asset and will therefore not be reported as a part of the research and development division.

Results for the three and nine months ended December 31,

SCHEDULE OF SEGMENT INFORMATION

	Three months ended September 30,						Six months ended September 30,
	2021			2020			2021			2020
	Three months ended December 31,						Nine months ended December 31,
	2021			2020			2021			2020
Revenue, net:
Tauri-gum	$	~~107~~102,~~346~~580		$	7574,~~360~~949		$	~~140~~243,~~713~~293		$	~~140~~215,~~164~~113
Pharma		-			-			-			-
Adjustments, eliminations and unallocated items		-			-			-			-
Total revenue, net	$	~~107~~102,~~346~~580		$	7574,~~360~~949		$	~~140~~243,~~713~~293		$	~~140~~215,~~164~~113
Cost of Sales											-
Tauri-gum		(5946,~~224~~499	)		(6034,~~032~~348	)		(74124,~~427~~999	)		(87133,~~063~~391	)
Pharma		-			-			-			-
Adjustments, eliminations and unallocated items		-			-			-			-
Total cost of sales	$	(5946,~~224~~499	)	$	(6034,~~032~~348	)	$	(74124,~~427~~999	)	$	(87133,~~063~~391	)
General and Administrative expense
Tauri-gum	$	~~133~~107,~~274~~114		$	~~31,812~~-		$	~~576~~684,~~970~~084		$	106,600
Pharma		~~(21~~6,~~464~~992	)		-10,000			1219,~~840~~832			-10,000
Adjustments, eliminations and unallocated items		~~706~~1,~~000~~112,390			~~288~~426,~~434~~097			12,~~070~~183,~~808~~198			~~798~~1,~~119~~212,186
Total General and Administrative expense	$	~~817~~1,~~810~~226,496		$	~~320~~436,~~246~~097		$	12,~~660~~887,~~618~~114		$	~~904~~1,~~719~~328,786
		-			-			-
Research and development
Tauri-gum	$	148,~~597~~046		$	257,~~488~~173		$	2836,~~036~~082		$	2734,~~305~~478
Pharma		~~80,027~~735			-			80,~~027~~762			-
Adjustments, eliminations and unallocated items		-			-			-			-
Total Research and Development	$	948,~~624~~781		$	257,~~488~~173		$	~~108~~116,~~063~~844		$	2734,~~305~~478
					-
Marketing and fulfillment expense
Tauri-gum	$	~~330~~158,~~516~~701		$	58131,~~536~~099		$	~~467~~625,~~253~~954		$	~~113~~245,~~852~~001
Pharma		-			-			-			-
Adjustments, eliminations and unallocated items		-			-			-			-
Total Marketing and fulfillment expense	$	~~330~~158,~~516~~701		$	58131,~~536~~099		$	~~467~~625,~~253~~954		$	~~113~~245,~~852~~001
					-
Depreciation expense
Tauri-gum	$	1,326		$	~~216~~218		$	23,~~571~~897		$	~~435~~653
Pharma		-			-			-			-
Adjustments, eliminations and unallocated items		-			-			-			-
Total depreciation expense	$	1,326		$	~~216~~218		$	23,~~571~~897		$	~~435~~653
Operating Loss
Tauri-gum	$	(~~431~~223,~~591~~179	)	$	(84109,~~024~~919	)	$	(1,~~008~~231,~~544~~723	)	$	(~~195~~305,~~091~~010	)
Pharma		(587,~~563~~727	)		-(10,000	)		(92100,~~867~~594	)		-(10,000	)
Adjustments, eliminations and unallocated items		(~~706~~1,~~000~~112,390	)		(~~308~~414,~~884~~067	)		(12,~~070~~183,~~808~~198	)		(~~798~~1,~~119~~212,186	)
Total operating loss	$	(1,~~196~~339,~~154~~223	)	$	(~~389~~533,~~158~~986	)	$	(23,~~172~~515,~~219~~515	)	$	(~~993~~1,~~210~~527,196	)

F-16

	December 31, 2021		March 31, 2021
Total Assets
Tauri-gum	$	491,380	$	736,044
Pharma		152,726		200,440
Unallocated		972,555		1,552,219
Total Assets	$	1,616,661	$	2,488,703

Total Liabilities
Tauri-gum	$	184,415	$	186,568
Pharma		18,735		188,210
Unallocated		2,159,245		842,678
Total liabilities	$	2,362,395	$	1,217,456

F-17

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principle of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective October 1, 2017, using the full retrospective method. The new standard did not have a material impact on its financial position and results of operations, as it did not change the manner or timing of recognizing revenue.

Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

On March 29, 2018 the Company, through Tauriga BDC, entered into an independent sales representative agreement with Blink to be a non-exclusive independent sales representative. Under the agreement with Blink, the Company may solicit orders from potential customers for EV charging station placement. On June 29, 2018, the Company purchased four Blink Level 2 - 40” pedestal chargers for permanent placement in a retail location or locations whereby the Company will pay a variable annual fee based on 7% of total revenue per charging unit. The remainder of the proceeds will be split 80/20 between the Company and the host location owner or its assignee. The host location owner will pay for the cost of providing power to these unit as well as installation costs. As of ~~September~~December 3031, 2021, we have not installed any of these machines in any locations, and no revenue has been generated through the Blink contract. The Company has decided to abandon this business line, and therefore, we have reclassified these assets as held for sale.

The Company recognizes revenue upon the satisfaction of the performance obligation. The Company considers the performance obligation met upon shipment of the product or delivery of the product. For ecommerce orders, the Company’s products are shipped by a fulfillment company and payment is made in advance of shipment either through credit card or PayPal. The Company also delivers the product to its customers that they market to in the metropolitan New York Tri-State area that are not covered under any existing distribution agreements. The Company generally collects payment within 30 to 60 days of completion of its performance obligation, and the Company has no agency relationships. The Company recognized net revenue from operations in the amount of $~~140~~243,~~713~~293 during the ~~six~~nine months ended ~~September~~December 3031, 2021 and $285,319 during the year ended March 31, 2021. All revenue is from the sale of the Company’s Tauri-GumTM product line and there were trade receivables, net of allowance for doubtful accounts in the amount of $46,~~404~~900 outstanding for these sales, as of ~~September~~December 3031, 2021.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company maintains an allowance for doubtful accounts, which includes sales returns, sales allowances and bad debts. The allowance adjusts the carrying value of trade receivables for the estimate of accounts that will ultimately not be collected. An allowance for doubtful accounts is generally established as trade receivables age beyond their due dates, whether as bad debts or as sales returns and allowances. As past due balances age, higher valuation allowances are established, thereby lowering the net carrying value of receivables. The amount of valuation allowance established for each past-due period reflects the Company’s historical collections experience, including that related to sales returns and allowances, as well as current economic conditions and trends. The Company also qualitatively establishes valuation allowances for specific problem accounts and bankruptcies, and other accounts that the Company deems relevant for specifically identified allowances. The amounts ultimately collected on past-due trade receivables are subject to numerous factors including general economic conditions, the financial condition of individual customers and the terms of reorganization for accounts exiting bankruptcy. Changes in these conditions impact the Company’s collection experience and may result in the recognition of higher or lower valuation allowances. At ~~September~~December 3031, 2021, the Company has established an allowance for doubtful accounts in the amount of $99,401.

F-1718

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SALES REFUNDS

The Company’s refund policy allows customers to return product for any reason except where the customer does not like the taste of the product. The customer has 30 days from the date of purchase to initiate the process. Returns are limited to one return or exchange per customer. Only purchases up to $100 qualify for a refund. Approved return/refund requests are typically processed within 1-2 business days. For product purchases made through a Tauri-GumTM distributor or retailer, the customer is required to work with original purchase location for any return or exchange. The Company has not established a reserve for returns as of ~~September~~December 3031, 2021 however ~~will~~ will monitor the refunds to estimate whether a reserve will be required.

USE OF ESTIMATES

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

For purposes of reporting cash flows, cash equivalents include investment instruments purchased with an original maturity of three months or less. At ~~September~~December 3031, 2021, the Company’s cash on deposit with financial institutions did not exceed the total FDIC insurance limit of $250,000. At ~~September~~December 3031, 2021 and March 31, 2021, the Company had a cash balance of $286,~~698~~799 and $49,826, respectively. The Company’s does not expect, in the near term, for its cash balance to exceed the total FDIC insurance limit of $250,000 for other than very short periods of time where the Company would use such cash in excess of insurance in the very short-term in operating activities. To reduce its risk associated with the failure of such financial institution, the Company holds its cash deposits in more than one financial ~~institution~~ institution and evaluates at least annually the rating of the financial institution in which it holds its deposits. The Company had no cash equivalents as of ~~September~~December 3031, 2021 and March 31, 2021.

INVESTMENT IN TRADING SECURITIES

Investment in trading securities consist of investments in shares of common stock of companies traded on public markets as well as publicly traded warrants of these companies should there be a market for them. These securities are carried on the Company’s balance sheet at fair value based on the closing price of the shares owned on the last trading day before the balance sheet date of this report. Fluctuations in the underlying bid price of the stocks result in unrealized gains or losses. The Company recognizes these fluctuations in value as other income or loss. For investments sold, the Company recognizes the gains and losses attributable to these investments as realized gains or losses in other income or loss.

INVESTMENT – COST METHOD

Investment in other companies that are not currently trading, are valued based on the cost method as the Company holds less than 20% ownership in these companies and has no influence over operational and financial decisions of the companies. The Company will evaluate, at least annually, whether impairment of these investments is necessary under ASC 320. During the year ended March 31, 2021, the Company has recorded a loss on the impairment on two of its cost method investments in the amount of $24,406. The Company did not record a loss on the impairment on investments for the ~~six~~nine months ended ~~September~~December 3031, 2021.

INVENTORY

Inventory consists of finished goods in salable condition stated at the lower of cost or market determined by the first-in, first-out method. The inventory consists of packaged and labeled salable inventory. Shipping of product to finished good inventory fulfilment center is also included in the total inventory cost. Shipping of product upon sale for e-commerce sales is paid by the customer upon ordering for orders of single packs of Tauri-GumTM. For multiple pack or wholesale product orders shipping cost is paid by the Company. As of ~~September~~December 3031, 2021, the Company’s inventory on hand had a value of $~~379~~351,~~989~~ 657 compared to $201,372 at March 31, 2021. As of ~~September 30~~December 31, 2021, the Company wrote down all CBD infused chewing gum to a value of zero. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company recorded a one-time charge of $123,826 as a write down of 10mg CBD infused chewing gum inventory. The Company does not intend or expect to sell this inventory and will use as marketing samples and other promotions.

F-1819

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SHIPPING AND HANDLING COSTS

The Company’s fulfillment handling costs are provided by independent contractors through fixed fee arrangements which may also include incentives. These fees also contain a large degree of consultative, administrative and warehousing services as part of the fixed fee. Management believes that due to these factors it is more representative to include these amounts as general and administrative costs instead of cost of goods sold. For the three and ~~six~~nine months ended ~~September~~December 3031, 2021 the Company incurred fulfillment costs in the amount of $2023,~~059~~988 and $6084,~~517~~505, respectively compared to $1625,~~700~~200 and $3864,~~950~~200 for the same periods in the prior year.

Shipping cost for the Company consists of product movement to and from trade shows, between office locations, mailing of samples and product shipments. The cost of shipping is typically not charged to the customer when they order more than one product from on the website. Customer shipping of large customers wholesale orders are done on a reimbursement basis therefore any shipping revenue and shipping expense are largely recorded as offsetting gross revenues and cost of goods sold.

The Company had net shipping expense:

SCHEDULE OF SHIPPING ~~EXPENSE~~EXPENSES

	Three Months Ended December 31,						Nine months ended December 31,
	2021			2020			2021			2020
	Three Months Ended September 30,						Six Months Ended September 30,
Shipping revenue	$	2,558		$	2,622		$	5,296		$	4,453
	2021			2020			2021			2020
Shipping expense		(10,003	)		(5,732	)		(21,786	)		(17,762	)
Shipping revenue	$	1,728		$	1,054		$	2,738		$	752
Net shipping expense	$	(7,445	)	$	(4,429	)	$	(16,490	)	$	(13,309	)
Shipping expense		(8,171	)		(5,483	)		(11,783	)		(12,030	)
Net shipping expense	$	(6,443	)	$	(4,429	)	$	(9,045	)	$	(11,278	)

Property and equipment are stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

NET LOSS PER COMMON SHARE

The Company computes per share amounts in accordance with FASB ASC Topic 260 “Earnings per Share” (“EPS”), which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the three and ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020, basic and fully diluted earnings per share were the same as the Company had losses in this period.

STOCK-BASED COMPENSATION

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

F-1920

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

RESEARCH AND DEVELOPMENT

The Company expenses research and development costs as incurred. Research and development costs were $968,~~624~~781 and $25116,~~063~~844 for the three and ~~six~~nine months ended ~~September~~December 3031, 2021, respectively compared to $257,~~488~~173 and $2734,~~305~~478. The Company is continually evaluating products and technologies, and incurs expenses relative to these evaluations, including in the natural wellness space, such as Tauri-Gum™ product development of new flavor formulations and other CBD delivery products, as well as development of a Cannabigerol (“CBG”) Isolate Infused version of its Tauri-Gum™ brand. We also incur expenses relative to collaboration agreements and any activity relative to the progress in the development of the Company’s FDA IND application for Phase II Trial of its proposed pharmaceutical grade version of Tauri-Gum™, as well as intellectual property or other related technologies. As the Company investigates and develops relationships in these areas, resultant expenses for trademark filings, license agreements, website and product development and design materials will be expensed as research and development. Some costs will be accumulated for subsidiaries prior to formation of any new entities.

FAIR VALUE MEASUREMENTS

ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 – quoted prices in active markets include cash.

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, investments, short-term notes payable, accounts payable and accrued expenses.

F-2021

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company.

SHARE SETTLED DEBT

The general measurement guidance in ASC 480 requires obligations that can be settled in shares with a fixed monetary value at settlement to be carried at fair value unless other accounting guidance specifies another measurement attribute. The Company has determined that ASC 835-30 is the appropriate accounting guidance for the share-settled debt, which is what was done by setting up the debt discount which is to be amortized to interest expense over the term of the instrument. Amortization of discounts are to be amortized using the effective interest method over the term of the note.

ASC 480-10-25-14 requires liability accounting for (1) any financial instrument that embodies and unconditional obligation to transfer a variable number of shares or (2) a financial instrument other than an outstanding share that embodies a conditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on any of the following: 1. A fixed monetary amount known at inception (e.g. stock settled debt); 2. Variations in something other than the fair value of the issuer’s equity shares (e.g. a preferred share that will be settled in a variable number of common shares with tits monetary value tied to a commodity price); and 3. Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves inversely to the value of the issuer’s shares (e.g. net share settled written put options, net share settled forward purchase contracts).

Notwithstanding the fact that the above instruments can be settled in shares, FASB concluded that equity classification is not appropriate because instruments with those characteristics do not expose the counterparty to risks and rewards similar to those of an owner and, therefore do not create a shareholder relationship. The issuer is instead using its shares as the currency to settle its obligation.

INCOME TAXES

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

ASC 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of ~~September~~December 3031, 2021.

F-2122

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share -based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations ~~related~~ related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities. The Company has determined that there is not a material impact on their condensed consolidated financial position and results of operations as a result of this standard.

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 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. The Company has adopted this standard as of April 1, 2019 (See Note 7).

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments–Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU provides a limited option to apply the ASU changes early. Except for the limited early application guidance, early adoption is not permitted. The ASU is applied by means of a cumulative- effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption of ASU 2016- 01. For public business entities: the amendments in the ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. All other entities, including nonpublic entities, not-for-profit entities and employee benefit plans on plan accounting: the amendments in the ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2017.

There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or operating results.

SUBSEQUENT EVENTS

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance of this report.

F-2223

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 3 - REVENUE

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted simultaneous with the commencement of sales in March 2019. No cumulative adjustment to accumulated deficit was done, and the adoption did not have an impact on our condensed consolidated financial statements, as no material arrangements prior to the adoption were impacted by the new pronouncement.

The following table disaggregates the Company’s net revenue by sales channel for the three and ~~six~~nine months ended ~~September~~December 3031:

SCHEDULE OF DISAGGREGATION ~~REVENUE~~

	For the three months ended September 30,				For the six months ended September 30,
	2021		2020		2021		2020
	For the three months ended December 31,				For the nine months ended December 31,
	2021		2020		2021		2020
Revenue:
Distributor	$	-	$	-	$	-	$	-
E-Commerce		6598,~~205~~356		3672,~~395~~939		98196,~~462~~818		96169,~~489~~428
Wholesale		424,~~141~~224		382,~~965~~010		4246,~~251~~475		4345,~~675~~685
	$	107,346	$	75,360	$	140,713	$	140,164
Net revenue	$	102,580	$	74,949	$	243,293	$	215,113

Revenues from the Company’s Ee-~~Commerce~~commerce channel represented 7095.09% and 80.9% of total net sales for the three and ~~six~~nine months ended ~~September 30~~December 31, 2021 compared to 6897.3% and 78.8% for the same period in the prior year. As of ~~September~~December 3031, 2021, the Company’s had an allowance for doubtful account collectability in the amount of $99,401 which was wholly attributable to the Wholesale channel. There were no significant contract asset or contract liability balances for periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Collections of the amounts billed are typically paid by the customers within 30 to 60 days.

NOTE 4– INVENTORY

The following chart is the inventory value by product as of:

SCHEDULE OF INVENTORY

	September 30, 2021		March 31, 2020
	December 31, 2021		March 31, 2020
CBD/CBG Tauri-GumTM	$	~~322~~287,~~213~~017	$	173,207
Tauri-GummiesTM		717,~~817~~216		13,973
Other (1)		4947,~~959~~424		14,192
Total Inventory	$	~~379~~351,~~989~~657	$	201,372

(1)

Other inventory consists of holiday pouches sold as a bundled of Tauri-Gum^TM, chocolate coins, dog treats, other CBD products, bath bombs, honey, mints and skin care.

At ~~September~~December 3031, 2021, there were $4362,~~476~~645 of prepayments on deposit with manufactures of Company products.

NOTE 5– PROPERTY AND EQUIPMENT

The Company’s property and equipment is as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2021			March 31, 2021			Estimated Life
	December 31, 2021			March 31, 2021			Estimated Life
	December 31, 2021			March 31, 2021			Estimated Life
Computers, office furniture and other equipment	$	15,651		$	13,705		3-5 years
Less: accumulated depreciation		(34,~~589~~602	)		(1,642	)
Net	$	1211,~~062~~049		$	12,063

During the year ended March 31, 2021, the Company purchased office furniture in the amount of $8,722 for its new company headquarters in Wappingers Falls, New York. The furniture will be depreciated over 60 months commencing upon occupation of its new Company headquarters on January 6, 2021.

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company purchased computer equipment in the amount of $1,945. This equipment will be depreciated of 36 months.

F-2324

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 5– PROPERTY AND EQUIPMENT (CONTINUED)

On June 29, 2018, the Company purchased four Blink Level 2 – 40” pedestal chargers for permanent placement in one or more retail locations whereby the Company would share revenue from these electric car vehicles charging units with such location owner. No depreciation expense has been recorded for the charging units as of ~~September~~December 3031, 2021 due to the fact that they have not been placed in service. As As of April 1, 2020, these charging units were reclassified as assets held for resale.

Depreciation expense for the ~~six~~nine months ended ~~September~~December 3031, 2021 was $~~932~~1,013 and $12,~~946~~959, respectively compared to $218 and $~~435~~653 for the same periods in the prior year.

NOTE 6 –LEASEHOLD IMPROVEMENTS

Associated with the Company’s January 6, 2021, relocation of its headquarters to Wappingers Falls the Company implemented certain leasehold improvements including signage and a sales display buildout at a total cost of $5,000. The Company has entered a two-year lease with a two-year extension option. The Company expects that it will exercise these two extension options and has chosen to amortize these leasehold improvements over 48 months.

SCHEDULE OF LEASEHOLD IMPROVEMENTS

	September 30, 2021			March 31, 2021			Expected Usage
	December 31, 2021			March 31, 2021			Expected Usage
Wappingers Falls office signage and sales display	$	5,000		$	5,000		48 months
Less: amortization		(~~937~~1,250	)		(313	)
Net	$	43,~~063~~750			4,687

NOTE 7 – OPERATING LEASE

The Company has adopted ASU No. 2016-02, Leases (Topic 842), as of April 1, 2019 and will account for new leases in terms of the right of use assets and offsetting lease liability obligations for this new lease under this pronouncement. In accordance with ASC 842 – Leases, effective January 6, 2021, the Company recorded a net lease right of use asset and a lease liability at present value of approximately $67,938. The Company recorded these amounts at present value, in accordance with the standard, using a discount rate of 8.32% which is representative of the average borrowing rates for outstanding notes issued to non-related parties at the time of the entrance into the lease. The right of use asset is composed of the sum of all lease payments, at present value, and is amortized over the life of the expected lease term. For the expected term of the lease the Company used the initial term of the two-year lease. Upon the election by the Company to extend the lease for additional years, that election will be treated as a lease modification and the lease will be reviewed for remeasurement. This lease will be treated as an operating lease under the new standard.

Wappingers Falls, New York – Corporate headquarters

Effective January 6, 2021, the Company moved its corporate headquarters to 4 Nancy Court, Suite 4, Wappingers Falls, New York 12590. The Company’s telephone number remains the same, phone: 917-796-9926. The Company entered into a two-year lease, expiring January 31, 2023. ~~Tenant~~ The Company will pay $19,200 annually ($1,600 per month) during the term of the lease. The Company paid $1,600 as a security deposit as part of this lease. The Company has the option to one two-year extension. The Company expects it will exercise this option. Tenant will pay $21,000 annually ($1,750 per month) during the option term, should we exercise this option.

For the three and ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020, the Company recorded lease expense of $5,025 and $1015,~~050~~075, respectively compared to $31,~~542~~261 and $68,~~999~~998 for the same period in the prior year. As of ~~September~~December 3031, 2021, the value of the unamortized lease right of use asset is $5652,~~797~~927. As of ~~September~~December 3031, 2021, the Company’s lease liability was $5753,~~472~~827.

The following chart shows the Company’s operating lease cost for the three and ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020:

SCHEDULE OF OPERATING LEASE COST

	2021		2020		2021		2020
	For the three months ended September 30,				For the six months ended September 30,
	For the three months ended December 31,				For the nine months ended December 31,
	2021		2020		2021		2020
Amortization of right of lease asset	$	3,~~791~~870	$	31,~~082~~151	$	711,~~504~~374	$	68,~~999~~062
Lease interest cost		1,~~234~~155		~~376~~109		23,~~546~~701		~~1,057~~936
Total Lease cost	$	5,025	$	31,~~458~~261	$	1015,~~050~~075	$	8,~~056~~998

F-2425

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 7 – OPERATING LEASE (CONTINUED)

Maturity of Operating Lease Liability for fiscal year ended March 31,

2022	$	73,~~372~~726
2023		16,201
2024		18,990
2025		14,909
Total lease payments	$	5753,~~472~~827

	September 30, 2021		March 31, 2021
	December 31, 2021		March 31, 2021
Right of Use (ROU) asset	$	5652,~~797~~927	$	64,301

	September 30, 2021		March 31, 2021
	December 31, 2021		March 31, 2021
Operating lease liability:
Current	$	15,~~075~~409	$	14,426
Non-Current		4238,~~398~~418		50,100
Total	$	5753,~~472~~827	$	64,526

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES

			September 30, 2021				March 31, 2021
				December 31, 2021				March 31, 2021
Jefferson Street Capital LLC (Oct-20)	~~(a)~~	(a)	$	-$	-		$	~~135,000~~$	135,000
SE Holdings, LLC (Nov-20)	~~(b)~~	(b)		-	-			~~110,000~~	110,000
GS Capital Holdings, LLC (Mar-21)	~~(c)~~	(c)		~~273,000~~	273,000			~~273,000~~	273,000
GS Capital Holdings, LLC (Apr-21)	~~(d)~~	(d)		~~313,000~~	313,000			-	-
SE Holdings, LLC (Aug-21)	~~(e)~~	(e)		~~115,500~~	115,500			-	-
Jefferson Street Capital LLC (Sep-21)	~~(f)~~	(f)		~~135,000~~	135,000			-	-
GS Capital Holdings, LLC (Aug-21)	~~(g)~~	(g)		~~105,000~~	105,000			-	-
Tangiers Global, LLC (Apr-21)	~~(h)~~	(h)		~~525,000~~	525,000			-	-
Total notes payable and convertible notes			$	1,466,500			$	518,000
MBS GLOEQ CORP (Oct-21)		(i)			85,000				-
Less note discounts				(88,597	)			(13,181	)
Total notes payable and convertible notes				$	1,551,500			$	518,000
Less current portion of these notes				(1,382,903	)			(504,819	)
Less note discounts					(92,272	)			(13,181	)
Total notes payable and convertible, net discounts			$	-			$	-
Less current portion of these notes					(1,459,228	)			(504,819	)
Total notes payable and convertible, net discounts				$	-			$	-

F-2526

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

(a) On October 5, 2020, the Company entered into (i) an Inventory Financing Promissory Note in the aggregate principal amount of $135,000 with Jefferson Street Capital LLC, and (ii) a Securities Purchase Agreement. The note has a maturity date of October 5, 2021, carries $10,000 original issue discount (and a $3,000 due diligence fee paid to Moody Capital Solutions, Inc., the placement agent on behalf of Jefferson Street), and carries interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum beginning on the issuance date of October 5, 2020. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. The repayment of this note shall be in seven equal cash monthly installments beginning on April 5, 2021 and ending on October 5, 2021, for an aggregate amount of $148,500 (assuming no defaults). This note may not be converted by noteholder into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, noteholder shall have the right to convert all or any part of the outstanding and unpaid amounts into fully paid and non-assessable shares of Common Stock; provided, however, that in no event shall the holder be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by noteholder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The beneficial ownership limitations noted above may not be waived by noteholder. The conversion price shall equal (subject to customary adjustments for stock splits, stock dividends or rights offerings, recapitalization, reclassifications, extraordinary distributions and similar events) 75% multiplied by the market price, which is defined to mean the lowest one-day volume weighted average price of our Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The note contains a number of default or penalty provisions, including, but not limited to, the following: (a) at any time after October 5, 2020, if in the case that the Company’s Common Stock is not deliverable by DWAC for any reason, an additional 10% discount will apply for all future conversions under all notes. If in the case that the Company’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under the Note while the “chill” is in effect; (ii) if both the events noted in (i) above were to occur, an additional cumulative 25% discount shall apply; (iii) if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the issuance date, an additional 15% discount will be attributed to the conversion price; if the Company ceases to be a reporting company under the 1934 Act, (iv) if, at any time the Borrower does not maintain the Share Reserve (defined below); (v) the Company fails to pay the principal or interest under the Note when due under the terms thereof (including the five (5) calendar day cure period); (vi) a cross-default by the Company of another of its outstanding notes; or (vii) the completion of a reverse stock split while this Note is outstanding (and without consent). Subject to certain exempt issuances by the Company, during the period where any portion of the Note remains outstanding to Jefferson Street, if the Company engages in any future financing transactions with a third party investor, the Company will provide Jefferson Street with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions, and if applicable, the Company shall adjust the terms of the note to such more favorable terms of a subsequent financing, if any. In connection with the note, the Company issued irrevocable transfer agent instructions reserving 21,000,000 shares of the Company’s Common Stock (“Share Reserve”) for the amount then outstanding. On October 22, 2020, the Company issued to Jefferson Street 1,250,000 shares of its restricted common stock as debt commitment shares valued at $40,000 ($0.032 per share). Upon full conversion or repayment of this note, any shares remaining in such share reserve shall be cancelled and placed back into the treasury of the Company and available for issuance at a future date. As of September 30, 2021, all scheduled payments have been made under this note.Notes Payable

F(a) On October 5, 2020, the Company entered into (i) an Inventory Financing Promissory Note in the aggregate principal amount of $135,000 with Jefferson Street Capital LLC, and (ii) a Securities Purchase Agreement. The note has a maturity date of October 5, 2021, carries $10,000 original issue discount (and a $3,000 due diligence fee paid to Moody Capital Solutions, Inc., the placement agent on behalf of Jefferson Street), and carries interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum beginning on the issuance date of October 5, 2020. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. The repayment of this note shall be in seven equal cash monthly installments beginning on April 5, 2021 and ending on October 5, 2021, for an aggregate amount of $148,500 (assuming no defaults). This note may not be converted by noteholder into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, noteholder shall have the right to convert all or any part of the outstanding and unpaid amounts into fully paid and non-26assessable shares of Common Stock; provided, however, that in no event shall the holder be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by noteholder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The beneficial ownership limitations noted above may not be waived by noteholder. The conversion price shall equal (subject to customary adjustments for stock splits, stock dividends or rights offerings, recapitalization, reclassifications, extraordinary distributions and similar events) 75% multiplied by the market price, which is defined to mean the lowest one-day volume weighted average price of our Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The note contains a number of default or penalty provisions, including, but not limited to, the following: (a) at any time after October 5, 2020, if in the case that the Company’s Common Stock is not deliverable by DWAC for any reason, an additional 10% discount will apply for all future conversions under all notes. If in the case that the Company’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under the Note while the “chill” is in effect; (ii) if both the events noted in (i) above were to occur, an additional cumulative 25% discount shall apply; (iii) if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the issuance date, an additional 15% discount will be attributed to the conversion price; if the Company ceases to be a reporting company under the 1934 Act, (iv) if, at any time the Borrower does not maintain the Share Reserve (defined below); (v) the Company fails to pay the principal or interest under the Note when due under the terms thereof (including the five (5) calendar day cure period); (vi) a cross-default by the Company of another of its outstanding notes; or (vii) the completion of a reverse stock split while this Note is outstanding (and without consent). Subject to certain exempt issuances by the Company, during the period where any portion of the Note remains outstanding to Jefferson Street, if the Company engages in any future financing transactions with a third party investor, the Company will provide Jefferson Street with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions, and if applicable, the Company shall adjust the terms of the note to such more favorable terms of a subsequent financing, if any. In connection with the note, the Company issued irrevocable transfer agent instructions reserving 21,000,000 shares of the Company’s Common Stock (“Share Reserve”) for the amount then outstanding. On October 22, 2020, the Company issued to Jefferson Street 1,250,000 shares of its restricted common stock as debt commitment shares valued at $40,000 ($0.032 per share). Upon full conversion or repayment of this note, all shares remaining in the share reserve where cancelled and placed back into the treasury of the Company and available for issuance at a future date. As of December 31, 2021, all scheduled payments have been made under this note and this was fully repaid, and any shares remaining in the Share Reserve were restored to the treasury account of the Company.

F-27

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

(b) On November 18, 2020, we consummated an inventory financing transaction and entered into (i) a Promissory Note in the aggregate principal amount of $110,000 with SE Holdings, LLC, a Nevada limited liability company (“SE”), and (ii) a Securities Purchase Agreement (“SPA”). The note has a maturity date of September 11, 2021, and carried $10,000 original issue discount, and guaranteed interest of 12%. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of twenty four percent per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. Principal payments shall be made in five (5) installments, each in the amount of US$22,500 commencing one the fifth monthly anniversary following the issue date and continuing thereafter each thirty (30) days for five (5) months (assuming no defaults or partial or complete conversions of our Common Stock as a form of repayment). This note may not be converted by SE into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, SE shall have the right to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of Common Stock at the lowest market price for the preceding five trading days; provided, however, that in no event shall SE be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by SE and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. At September 30, 2021 the Company has made all scheduled payments under this note. (c) On March 5, 2021, the Company entered into a Securities Purchase Agreement and a non-convertible redeemable note with GS Partners Capital, LLC. The $273,000 aggregate principal note has a maturity date of December 5, 2021 and carries $5,000 original issue discount with an interest rate of 6%. This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in the note and SPA. At September 30, 2021, the note had accrued interest of $9,379 with the full principal balance due. (d) On April 30, 2021, the Company entered into a Securities Purchase Agreement and a non-convertible redeemable note with GS Capital Partners, LLC. The $313,000 aggregate principal note has a maturity date of June 1, 2022 and carries $23,000 Original Issue Discount with an interest rate of 8%. This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in the note and SPA. At September 30, 2021, the note had accrued interest of $10,496 with the full principal balance due. (e) On August 6, 2021, the Company entered into a Security Purchase Agreement and Promissory Note in the amount of $115,500. This note bears a 12% interest rate with a maturity date of June 6, 2022. A lump-sum interest payment for ten (10) months shall be immediately due on the issue date and shall be added to the principal balance and payable on the maturity date or upon acceleration or by prepayment or otherwise, notwithstanding the number of days which the principal is outstanding. This note shall contain an original issue discount of $10,500 resulting in a purchase price of $105,000. Principal payments shall be made in five (5) installments each in the amount of $25,872 commencing one the fifth monthly anniversary following the issue date and continuing thereafter each thirty (30) days for five (5) months. The holder shall have the right from time to time, and at any time following an event of default, and ending on the date of payment of the default amount shall equal 100% multiplied by the lowest closing price for the common stock during the five-trading day period ending on the latest complete trading day prior to the conversion date. The Borrower is required at all times to have authorized and reserved four (4) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes Payable in effect from time to time). The Company has set up an initial reserve of 9,625,000 shares. The Company will also issue 1,000,000 commitment shares as additional consideration for the purchase of this note. These shares will be valued at $51,000 (~~$0.051 per share~~Continued) based on the closing price of the Company’s stock on the day this note was entered into. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. As of September 30, 2021, the note had accrued interest of $2,088 with full principal due under this note.

F(b) On November 18, 2020, we consummated an inventory financing transaction and entered into (i) a Promissory Note in the aggregate principal amount of $110,000 with SE Holdings, LLC, a Nevada limited liability company (“SE”), and (ii) a Securities Purchase Agreement (“SPA”). The note has a maturity date of September 11, 2021, and carried $10,000 original issue discount, and guaranteed interest of 12%. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of twenty four percent per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. Principal payments shall be made in five (5) installments, each in the amount of US$22,500 commencing one the fifth monthly anniversary following the issue date and continuing thereafter each thirty (30) days for five (5) months (assuming no defaults or partial or complete conversions of our Common Stock as a form of repayment). This note may not be converted by SE into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, SE shall have the right to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-27assessable shares of Common Stock at the lowest market price for the preceding five trading days; provided, however, that in no event shall SE be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result In beneficial ownership by SE and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. At December 31, 2021 the Company has made all scheduled payments under this note and this note was fully repaid and retired. (c) On March 5, 2021, the Company entered into a Securities Purchase Agreement and a non-convertible redeemable note with GS Partners Capital, LLC. The $273,000 aggregate principal note has a maturity date of December 5, 2021 and carries $5,000 original issue discount with an interest rate of 6%. This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in this Note and SPA. At December 31, 2021, this note had accrued interest of $13,508 with the full principal balance due. (d) On April 30, 2021, the Company entered into a Securities Purchase Agreement and a non-convertible redeemable note with GS Capital Partners, LLC. The $313,000 aggregate principal note has a maturity date of June 1, 2022 and carries $23,000 Original Issue Discount with an interest rate of 8%. This note may be prepaid without penalty, provided that an event of default has not occurred. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in the note and SPA. At December 31, 2021, this note had accrued interest of $16,808 with the full principal balance due. (e) On August 6, 2021, the Company entered into a Security Purchase Agreement and Promissory Note with SE Holdings, LLC, a Nevada limited liability company, in the amount of $115,500. This note bears a 12% interest rate with a maturity date of June 6, 2022. A lump-sum interest payment for ten (10) months shall be immediately due on the issue date and shall be added to the principal balance and payable on the maturity date or upon acceleration or by prepayment or otherwise, notwithstanding the number of days which the principal is outstanding. This note shall contain an original issue discount of $10,500 resulting in a purchase price of $105,000. Principal payments shall be made in five (5) installments each in the amount of $25,872 commencing one the fifth monthly anniversary following the issue date and continuing thereafter each thirty (30) days for five (5) months. The holder shall have the right from time to time, and at any time following an event of default, and ending on the date of payment of the default amount shall equal 100% multiplied by the lowest closing price for the common stock during the five-trading day period ending on the latest complete trading day prior to the conversion date. The Borrower is required at all times to have authorized and reserved four (4) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time). The Company has set up an initial reserve of 9,625,000 shares. The Company will also issue 1,000,000 commitment shares as additional consideration for the purchase of this note. These shares will be valued at $51,000 ($0.051 per share) based on the closing price of the Company’s stock on the day this note was entered into. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. As of December 31, 2021, this note had accrued interest of $5,582 with the full principal due; however, as of the filing date of this periodic report, the Company has made its first installment payment due under this note.

F-28

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

~~Convertible~~ Notes Payable (Continued)

(f) On September 20, 2021, the Company entered into (i) an Inventory Financing Promissory Note in the aggregate principal amount of $135,000 with Jefferson Street Capital LLC, and (ii) a Securities Purchase Agreement. The note has a maturity date of September 20, 2022, carries $10,000 original issue discount (and a $3,000 due diligence fee paid to Moody Capital Solutions, Inc., the placement agent on behalf of Jefferson Street), and carries interest on the unpaid principal balance hereof at the rate of ten percent (10%) per annum. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted in accordance with the terms of the note. The repayment of this note shall be in seven equal cash monthly installments beginning on February 19, 2022 and ending on August 19, 2022, for an aggregate amount of $148,500 (assuming no defaults). This note may not be converted by noteholder into shares of our Common Stock unless we default in our monthly repayment obligation pursuant to the cash repayment schedule noted above. In the event of a default of the note, noteholder shall have the right to convert all or any part of the outstanding and unpaid amounts into fully paid and non-assessable shares of Common Stock; provided, however, that in no event shall the holder be entitled to convert any portion of the note in excess of that portion of the note upon the conversion of which would result in beneficial ownership by noteholder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder. The beneficial ownership limitations noted above may not be waived by noteholder. The conversion price shall equal (subject to customary adjustments for stock splits, stock dividends or rights offerings, recapitalization, reclassifications, extraordinary distributions and similar events) 75% multiplied by the market price, which is defined to mean the lowest one-day volume weighted average price of our Common Stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The note contains a number of default or penalty provisions, including, but not limited to, the following: (a) at any time after September 20, 2021, if in the case that the Company’s Common Stock is not deliverable by DWAC for any reason, an additional 10% discount will apply for all future conversions under all notes. If in the case that the Company’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under the Note while the “chill” is in effect; (ii) if both the events noted in (i) above were to occur, an additional cumulative 25% discount shall apply; (iii) if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the issuance date, an additional 15% discount will be attributed to the conversion price; if the Company ceases to be a reporting company under the 1934 Act, (iv) if, at any time the Borrower does not maintain the Share Reserve (defined below); (v) the Company fails to pay the principal or interest under the Note when due under the terms thereof (including the five (5) calendar day cure period); (vi) a cross-default by the Company of another of its outstanding notes; or (vii) the completion of a reverse stock split while this Note is outstanding (and without consent). Subject to certain exempt issuances by the Company, during the period where any portion of the Note remains outstanding to Jefferson Street, if the Company engages in any future financing transactions with a third party investor, the Company will provide Jefferson Street with written notice thereof promptly but in no event less than 10 days prior to closing any financing transactions, and if applicable, the Company shall adjust the terms of the note to such more favorable terms of a subsequent financing, if any. In connection with the note, the Company issued irrevocable transfer agent instructions reserving 21,000,000 shares of the Company’s Common Stock (“Share Reserve”) for the amount then outstanding. The Company issued to Jefferson Street 1,250,000 shares of its restricted common stock as debt commitment shares valued at $56,000 ($0.0448 per share). Upon full conversion or repayment of this note, any shares remaining in such share reserve shall be cancelled and placed back into the treasury of the Company and available for issuance at a future date. As of ~~September~~December 3031, 2021, this note had remaining unpaid principal of $135,000 and accrued interest of $~~370~~3,772. As of this report date, the Company has not made any payments under this note.

F-2829

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

Convertible Notes

	(g)	On August 25, 2021, the Company entered into a Securities Purchase Agreement and a convertible redeemable note with GS Capital Partners, LLC. The $105,000 aggregate principal note has a maturity date of August 25, 2022 and carries $5,000 Original Issue Discount with an interest rate of 8%. During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this Note is in effect, but less than the 180th day this Note is in effect, then for an amount equal to 133% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. Upon an event of default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default and other such provisions, each as set forth in more detail in the note and SPA. The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock at a price (“Conversion Price”) for each share of Common Stock equal to 65% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Company recognized a beneficial conversion feature on this note in the amount of $35,000 which was recorded as debt discount and will be amortized over the life of the note using the effective interest method. At ~~September~~December 3031, 2021, ~~the~~this note had accrued interest of $~~828~~2,946 with the full principal balance ~~due~~outstanding.
	(h)	On April 5, 2021, the Company effectuated a $525,000 six-month fixed convertible promissory note with Tangiers Global, LLC containing an original issue discount of $25,000. This note matures on October 5, 2021 and bears an interest rate of 8%, guaranteed. This note has a fixed conversion price of $0.075 per share. The Company recognized a beneficial conversion feature (“BCF”) on this note in the amount of $378,000. This BCF will be recognized as interest expense pro-rata over the life of the note. The Company may redeem the note by paying to Tangiers an amount as follows: (i) if within the first 90 days of the issuance date, then for an amount equal to 110% of the unpaid principal amount so paid of this Note along with any interest that has accrued during that period, and (ii) if after the 91st day, but by the 180th day of the issuance date, then for an amount equal to 120%. After 180 days from the effective date, the Company may not pay this note in cash, in whole or in part without prior written consent by Holder. The Company covenants that it will at all times reserve out of its authorized and unissued Common Stock the number of shares of Common Stock as shall be issuable upon the conversion of this note. Tangiers may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock of the Company prior to conversion. The note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, restrictions on note proceeds, maintain exchange and SEC requirements, delivery of shares, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Tangiers’s election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 20% of the outstanding Principal Amount of this Note will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144 of the Securities Act of 1933, as amended. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The Company issued 1,000,000 of its restricted common debt incentive shares having a value of $129,000 ($.~~0129~~129/share). As of ~~September~~December 3031, 2021, this note had accrued interest of $4042,~~852. As of this report date~~000, ~~this~~and ~~note~~remains ~~has~~outstanding. ~~not~~The ~~been repaid or fully converted and the~~ Company is in discussions with the holder as how to settle this note on mutually agreeable terms. There is no declared or claimed Event of Default as of the date of this report.

~~The Company did not issue any shares to noteholders to convert outstanding notes during the six months ended September~~ F-30~~, 2021.~~

During the year ended March 31, 2021, the Company issued 93,197,109 shares of common stock to holders of convertible notes to retire $1,588,926 in principal and $111,749 of accrued interest (at an average conversion price of $0.01825 per share) under the convertible notes.

Interest expense for the three and six months ended September 30, 2021 was $418,982 compared to $854,793, respectively compared to $292,788 and $612,410 during the prior year. Accrued interest at September 30, 2021 and March 31, 2021 was $60,728 and $14,722, respectively.

F-29

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 8 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

Convertible Notes

(i)

On October 11, 2021, the Company entered into a SPA and a one-year inventory financing promissory note with MBS GLOEQ CORP. in the amount of $85,000. The note has a maturity date of October 11, 2022 and an interest rate of 10% per annum. Any amount of principal or interest on this note which is not paid when due shall bear an interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted. The holder shall have the right upon any Event of Default, to convert all or any part of the outstanding and unpaid amount of this note into fully paid and non-assessable shares of common stock, as such common stock exists on the issue date. The variable conversion price shall mean seventy-five percent (75%) multiplied by the lowest one-day VWAP (representing a discount rate of twenty-five percent (25%)) during the ten (10) Trading Day period ending on the latest complete trading day prior to the conversion date. The borrower covenants that during the period the conversion right exists, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of this note. The Company has established an initial reserve of 13,500,000 shares of our common stock. The Company shall make six payments in the amount of $15,583, commencing on March 11, 2022 and ending on August 11, 2022. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA. As of December 31, 2021, this note had accrued interest of $1,886 with the full outstanding balance.

The Company did not issue any shares to noteholders to convert outstanding notes during the nine months ended December 31, 2021.

Interest expense for the three and nine months ended December 31, 2021 was $93,258 and $921,922, respectively, compared to $289,503 and $901,913 during the prior year. Accrued interest at December 31, 2021 and March 31, 2021 was $86,502 and $14,722, respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

COMMON STOCK

As of ~~September~~December 3031, 2021, the Company was authorized to issue up to 400,000,000 shares of its common stock. As of ~~September~~December 3031, 2021 and ~~November 15~~February 14, ~~2021~~2022 there were 290,421,214 and 299,908,214 shares, respectively, of common stock issued and outstanding.

On September 19, 2021, the Company’s Board of Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 4400,000,000~~,000~~ to 7750,~~500,~~000,000 shares, which iswas subject to shareholder approval under applicable laws of the Florida Business Corporations Act and the relevant proxy rules under the Securities Exchange Act of 1934, as amended. To obtain this shareholder approval, ~~on October 12, 2021,~~ the Company filed ~~Schedule 14A~~ with the Securities and Exchange Commission a Preliminary Proxy Statement on Schedule 14A on September 30, 2021, followed by its Definitive Proxy Statement on October 12, 2021, calling for a special meeting of the stockholders, which iswas ~~scheduled to be~~ held on November 22, 2021. As previously disclosed on a Current Report on Form 8-K to report the results of such special meeting, a quorum was present. The matters voted on and results of the special meeting were as follows:

S-Proposal 1. The shareholders approved an amendment to our Articles of Incorporation to: (i) allow for consideration of the change of the name ~~Registration~~of ~~Statement~~our Company to Sublingual Technologies Inc.; (ii) to allow, including under the Florida Business Corporations Act Section 607.1002, action by our Board of Directors to affect a change in the name of our Company without further shareholder approval; and ~~Investment~~(iii) ~~Agreement~~to ~~with~~increase the ~~Tangiers~~total ~~Global~~number of authorized shares of common stock, ~~LLC~~par value $.00001 per share (“Common Stock”) from 400,000,000 to 750,000,000 shares. The amendment to our articles of Incorporation was accepted for filing on January 3, 2022 and is effective as of this date.

~~On March 5, 2020, the Company filed an S~~F-1 Registration Statement pursuant to the January 21, 2020, Investment Agreement and Registration Rights Agreement entered into Tangiers in order to establish a source of funding for our operations. Under the Investment Agreement, Tangiers agreed to provide us with a maximum of up to $5,000,000 of funding during the period ending three years from the date of effectiveness of the S-1 Registration Statement, under which we registered a maximum of 76,000,000 million shares for sale under the terms of the Investment Agreement. We were, in our sole discretion, allowed to deliver a Put Notice to Tangiers under this facility. The Put Notice would specify the number of shares of common stock which we intended to sell to Tangiers on a closing date. The closing of a purchase by Tangiers of the shares specified by us in the Put Notice would occur on the date which is no earlier than five and no later than seven trading days following the date Tangiers receives the Put Notice. On the closing date we would sell to Tangiers the shares specified in the Put Notice, and Tangiers would pay us an amount equal to the Purchase Price multiplied by the number of shares specified in the Put Notice.31

~~The~~TAURIGA ~~S-1 Registration statement became effective March 16~~SCIENCES, ~~2020~~INC. AsAND ~~of March 31, 2021, the Company has initiated put notices to Tangiers for a total of 13,910,000 shares receiving net proceeds in the amount of $400,514.~~SUBSIDIARIES

OnNOTES ~~January~~TO 6,CONDENSED ~~2021,~~CONSOLIDATED ~~the~~FINANCIAL Company’s board of directors voted unanimously determined to terminate this equity line of credit facility by terminating each of the Investment Agreement and Registration Rights Agreement, and on January 8, 2021 filed a Post-Effective Amendment to its Form S-1 Registration Statement (333-236923) removing from registration all shares of common stock not previously sold thereunder.STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(US$)

(UNAUDITED)

Fiscal Year 2021

During the year ended March 31, 2021, the Company issued 13,910,000 shares pursuant to put notices issued to Tangiers under the equity line of credit facility that it had previously established with Tangiers Global LLC, with the Company receiving proceeds in the amount of $369,482 ($0.02614 to $0.03344 per share). On January 6, 2021, however, the Company determined to terminate its equity line of credit agreement, and there has been no reportable activity related thereto since.

During the year ended March 31, 2021, the Company issued 7,687,500 shares for services rendered ($0.0306 to $0.050 per share).

During the year ended March 31, 2021, the Company issued 5,740,000 shares for debt commitments valued at $253,869 ($0.028 to $0.092 per share).

During the year ended March 31, 2021, the Company recognized $208,806 in beneficial conversion feature for convertible notes whereby the holder can exercise conversion rights at a discount to the market price.

During the year ended March 31, 2021, the Company issued 40,084,998 shares under stock purchase agreements in consideration for $1,587,214 ($0.024 to $0.09 per share) to accredited investors that are unrelated third parties.

During the year ended March 31, 2021, the Company issued 2,500,000 shares to two directors at a value of $0.092 per share.

F-30

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

COMMON STOCK (CONTINUED)

Fiscal Year 2021 (Continued)

On July 10, 2020, the Company’s Chief Executive Officer purchased 700,000 shares of the Company’s Common Stock for an aggregate purchase price of $35,000, at $0.05 per share.

Pursuant to the April 3, 2020, collaboration agreement the Company entered into with Aegea Biotechnologies Inc. (“Aegea”) the Company issued to Aegea 5,000,000 unregistered common shares of Tauriga common stock. The shares were valued at $155,000 ($0.031 per share).

Fiscal Year 2022

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company issued 4,000,000 shares under stock purchase agreements in consideration for $242,000 ($0.04 to $0.08 per share) to accredited investors that are unrelated third parties.

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company issued 712,~~512~~712,500 shares for services rendered ($0.~~0395~~039. to $0.129 per share).

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company issued 34,~~050~~837,000 shares for debt commitments valued at $~~257~~339,~~000~~500 ($0.~~0448~~04 to $0.~~0129~~129 per share).

During the ~~three~~nine months ended ~~September~~December 3031, 2021, the Company received $~~100~~383,~~000~~100 for ~~2,500,000~~ shares ofto ~~stock~~be issued. The Company recorded these funds as a liability to issue stock as of ~~September~~December 3031, 2021.

In connection with some of the consulting agreements and board advisory agreements the Company has entered into, as the following clauses are part of the compensation arrangements: (a) the consultant will be reimbursed for all reasonable out of pocket expenses and (b) the Company, in its sole discretion, may make additional cash payments and/or issue additional shares of common stock to the consultant based upon the consultant’s performance. The Company recognized $~~358~~707,~~079~~928 and $~~277~~348,~~072~~470 in stock-based compensation expense related to these agreements in the three months ended ~~September~~December 3031, 2021 and 2020.

F-3132

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

STOCK OPTIONS

On February 1, 2012, the Company awarded to each of two executives’, one current and one former, options to purchase 66,667 common shares, an aggregate of 133,334 shares. These options vested immediately and were for services performed.

The following table summarizes option activity for the ~~six~~nine months ended ~~March~~December 31, 2021 and the year ended ~~September~~March 3031, 2021.:

~~Schedule~~SCHEDULE OF ofSTOCK ~~Stock~~OPTIONS ~~Options Activity~~ACTIVITY

					Weighted
			Weighted-		Average
			Average		Remaining	Aggregate
			Exercise		Contractual	Intrinsic
	Shares		Price		Term	Value
Outstanding at March 31, 2020		133,334	$	7.50	1.85 Years	$	—
Granted		—		—
Expired		—		—
Exercised		—		—
Outstanding at March 31, 2021		133,334	$	7.50	0.85 Years	$	—
Granted		—		—
Expired		—		—
Exercised		—		—
Outstanding and exercisable September 30, 2021		133,334	$	7.50	0.35 Years	$	—
Outstanding and exercisable December 31, 2021		133,334	$	7.50	0.15 Years	$	—

NOTE 10 – PROVISION FOR INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for year and three months ended ~~September~~December 3031, 2021 and March 31, 2021:

SCHEDULE OF EFFECTIVE INCOME TAX RATE

	September 30, 2021			March 31,2021
	December 31, 2021			March 31,2021
Federal income taxes at statutory rate		21.00	%		21.00	%
State income taxes at statutory rate		0.00	%		0.00	%
Temporary differences		(40.~~578~~799	)%		11.83	%
Permanent differences		0.00	%		0.03	%
Impact of Tax Reform Act		0.00	%		0.00	%
Change in valuation allowance		(1620.~~422~~201	)%		(32.86	)%
Totals		0.00	%		0.00	%

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

F-3233

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 10 – PROVISION FOR INCOME TAXES (CONTINUED)

SCHEDULE OF DEFERRED TAX ASSETS

	As of			As of
	September 30, 2021			March 31, 2021
	December 31, 2021			March 31, 2021
Deferred tax assets:
Net operating losses before non-deductible items	$	5,~~243~~409,~~533~~510		$	4,599,765
Stock-based compensation		~~618~~767,~~572~~237			543,375
Unrealized gains (losses) on investments		(2826,~~123~~660	)		164,666
Total deferred tax assets		56,~~833~~150,~~982~~087			5,307,806
Less: Valuation allowance		(56,~~833~~150,~~982~~087	)		(5,307,806	)
Net deferred tax assets	$	-		$	-

At ~~September~~December 3031, 2021, the Company had a U.S. net operating loss carry-forward in the approximate amount of $26 million available to offset future taxable income through 2038. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The valuation allowance increased by $~~526~~842,~~176 in~~281 in the three months ended ~~September~~December 3031, 2021 and increased by $690,392 in the year ended March 31, 2021. The net decreases were the ~~result~~ result of the tax effects of the Tax Cuts and Jobs Act (the “TCJA”) offset by taxable losses net of timing differences in each of the years.

NOTE 11 – INVESTMENTS

TRADING SECURITIES

For investments in securities of other companies that are owned, the Company records them at fair value with unrealized gains and losses reflected in other operating income or loss. For investments in these securities that are sold by us, the Company recognizes the gains and losses attributable to these securities investments as realized gains or losses in other operating income or loss on a first in first out basis.

Investment in Trading Securities:

SCHEDULE OF INVESTMENT IN TRADING SECURITIES

At March 31, 2021

Company		Beginning of Period Cost		Purchases		Sales Proceeds		End of Period Cost		Fair Value		Realized Gain(Loss)		Unrealized Gain(Loss)
VistaGenTherapeutics Inc (VTGN)	(a)	$	287,500	$	277,500	$	302,827	$	408,750	$	1,246,050	$	-	$	837,300
SciSparc Ltd.(SPRCY)	(b)	$	-	$	88,375	$	-	$	88,375	$	88,375	$	-	$	-
Totals		$	287,500	$	365,875	$	302,827	$	497,125	$	1,334,425	$	-	$	837,300

F-3334

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 11 – INVESTMENTS (CONTINUED)

TRADING SECURITIES (CONTINUED)

Investment in Trading Securities:

At ~~September~~December 3031, 2021

Company		Beginning of Period Cost		Purchases		Sales Proceeds		End of Period Cost		Fair Value		Realized Gain (Loss)			Unrealized Gain (Loss)
VistaGen Therapeutics Inc (VTGN)	(a)		408,750		480,000		1,941,707		363,000		~~441~~273,000		1,415,957			(~~759~~927,300	)
SciSparc Ltd. (SPRCY)	(b)		6088,~~597~~375		-		18,140		60,597		4653,~~283~~397		(9,638	)		(147,~~314~~200	)
Neptune Wellness Solutions (NEPT)	(c)		-		102,201		89,200		-		-		(13,002	)		-
BLNK CALLS - 01/21/22 $75	(d)		-		31,421		-		31,421		~~2,700~~180		-			(2831,~~721~~241	)
Beyond Meat (BYND)	(e)		-		60,530		72,749		-		-		12,219			-
BYND CALLS 11/19/21 $150	(f)		-		67,182		-		~~67,182~~-		~~2,412~~-		-(67,182	)		~~(64,770~~-	)
Jupiter Wellness (JUPW)	(g)		-		75,701		64,362		-		-		(11,339	)		-
Canoo, Inc. (GOEVW)	(h)		-		237,~~790~~752		-51,945		~~237~~169,~~790~~442		~~195~~165,~~310~~486		-(16,365	)		(423,~~481~~956	)
MIND MEDICINE MINDMED INC. (MNMD)	(i)		-		123,067		110,179		-		-		(12,887	)		-
Odyssey Semiconductor Technologies Inc.(ODII)	(j)		-		40,228		11,740		20,761		9,~~408~~310		(7,727	)		(11,~~353~~451	)
TLRY - CALL 12/17/21 $25	(k)		-		71,663		-		~~71,663~~-		~~5,500~~-		-(71,663	)		~~(66,163~~-	)
Axsome Therapeutics, Inc.	(l)		-		173,441		2859,~~838~~413		~~147~~130,~~431~~086		~~224~~226,~~128~~680		216,~~828~~058			7696,~~697~~594
Biosig Technologies Inc.	(m)		-		116,~~409~~350		-24,250		~~116~~91,~~409~~195		~~108~~64,~~770~~670		-(905	)		(726,~~639~~525	)
Totals		$	~~469~~497,~~347~~125	$	1,579,~~632~~536	$	2,~~336~~443,~~914~~684	$	1866,~~116,253~~502	$	1792,~~035,511~~723	$	1,~~376~~233,~~409~~525		$	(~~918~~911,~~042~~078	)

*This amount represents the cumulative unrealized loss as of ~~September~~December 3031, 2021.

(a)

During the year ended March 31, 2021, the Company had exercised 230,000 warrant shares of VistaGen Therapeutics Inc. (VTGN) with a $0.50 strike acquired as part of a stock purchase agreement in addition to an additional 250,000 warrant shares with a strike price of $0.50 per share purchased for $0.15 per share. During the year ended March 31, 2021, the Company sold 125,000 shares for proceeds of $302,827 realizing a gain of $146,577. At March 31, 2021, the Company had 320,000 unexercised warrant shares with a strike price of $1.50 per share. These shares were in the money $0.63 per share in the money. On May 18, 2021, the Company exercised 180,000 of its Vistagen Therapeutics, Inc. five-year $1.50 registered warrants for $270,000 cash. On September 3, 2021 the Company exercised its remaining 140,000 warrants at $1.50 for a cost of $210,000. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company sold 765,000 shares for proceeds $1,941,707 and a realized gain of $1,415,957. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company had an unrealized loss of $~~759~~927,300 for the shares held.

(b)

On March 1, 2021, the Company invested $88,375 for 12,500 units of SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.) (OTCQB: SPRCY), a specialty, clinical-stage pharmaceutical company focusing on the development of cannabinoid-based treatments. The Company’s investment (acquisition of an equity stake with warrants) into SciSparc Ltd., was pursuant to an $8,150,000 private placement offering, comprised 1,152,628 Units to certain institutional and accredited investors in a private placement at an offering price of $7.07 per Unit. Each Unit consists of 1 American Depositary Share (“ADS”), 1 Series A Warrant and ½ Series B Warrant. The Series A Warrants have an exercise price of $7.07, subject to adjustments therein. The Series B Warrants have an exercise price equal to $10.60, subject to adjustments therein. The Series A Warrants and the Series B Warrants are exercisable six months from the date of issuance and have a term of exercise equal to five years from the initial exercise date. 278,744 of the Units included a Pre-Funded Warrant instead of an ADS. The Pre-Funded Warrants have an exercise price of $0.001 per full ADS. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company sold 3,929 shares for proceeds of $18,140, realizing a loss of $9,638. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company had an unrealized loss of $147,~~314~~200.

F-3435

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 11 – INVESTMENTS (CONTINUED)

TRADING SECURITIES (CONTINUED)

Investment in Trading Securities (Continued):

(c) During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company purchased 75,000 shares of Neptune Wellness Solutions (NEPT) at a cost of $102,201 (average of $1.36 per share). During the ~~three~~nine months ended ~~September~~December 3031, 2021, the Company sold all 75,000 shares for proceeds of $89,200 and a realized loss of $13,002 (average $1.19 per share). (d) During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company purchased 180 CALL option contracts of Blink Charging Co with a strike price of $75 and an expiration of January 21, 2022. These CALL options were purchased for $31,421 ($174.56 per contract). During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company had an unrealized loss of $2831,~~721~~241. (e) During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company purchased 500 shares of Beyond Meat, Inc. (BYND) at a cost of $60,530 ($121.06 per share). During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company sold all 500 shares for proceeds of $72,749 and a realized gain of $12,219 (average $121.06 per share). (f) During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company purchased 36 CALL option contracts of Beyond Meat, Inc. with a strike price of $150 and an expiration of November 19, 2021. These CALL options were purchased for $67,182 ($1,866.18 per contract). During the ~~six~~nine months ended ~~September~~December 31, 2021, the options expired worthless and the Company recognized a loss of $67,182. (g) During the nine months ended December 31, 2021, the Company purchased 15,000 shares of Jupiter Wellness (JUPW) at a cost of $75,701 ($5.05 per share). During the nine months ended December 31, 2021, the Company sold all 15,000 shares for proceeds of $64,362 and a realized loss of $11,339 (average $4.29 per share). (h) During the nine months ended December 31, 2021, the Company purchased 103,333 warrants of Canoo, Inc. (GOEVW) at a cost of $237,790 (average $2.30 per share). During the nine months ended December 31, 2021, the Company sold 23,000 warrants for $51,945 ($2.26 per share). During the nine months ended December 31, 2021, the Company had an unrealized loss of $643,~~770~~956 and a realized loss of $16,365). (i) During the nine months ended December 31, 2021, the Company purchased 33,000 shares of Mind Medicine Mindmed Inc. (MNMD) at a cost of $123,222 (average $3.73 per share). During the nine months ended December 31, 2021, the Company sold all 33,000 shares realizing a loss of $12,887. (j) During the nine months ended December 31, 2021, the Company purchased 9,500 shares of Odyssey Semiconductor Technologies Inc. (ODII) at a cost of $40,250 (average $4.23 per share). During the nine months ended December 31, 2021, the Company sold 4,600 shares for proceeds of $11,740 and a realized loss of $7,727. The Company had an unrealized loss of $11,451 during the nine months ended December 31, 2021. (k) During the nine months ended December 31, 2021, the Company purchased 220 CALL option contracts of Tilray, Inc. with a strike price of $25 and an expiration of December 17, 2021. These CALL options were purchased for $71,663 ($325.74 per contract). On December 17, 2021, these options expired worthless and the Company realized a loss of $71,663. (l) During the nine months ended December 31, 2021, the Company purchased 8,000 shares of Axsome Therapeutics, Inc. (AXSM) for $147,431 (average $18.43 per share). During the nine months ended December 31, 2021, the Company sold 2,000 shares for proceeds of $59,413, realizing a gain of $16,058. During the nine months ended December 31, 2021, the Company had an unrealized gain of $96,594. (m) During the nine months ended December 31, 2021, the Company purchased 36,500 shares of Biosig Technologies Inc. (BSGM) for $116,409 (average $3.189 per share). During the nine months ended December 31, 2021, the Company sold 7,500 shares for proceeds of $24,250 (average of $3.24 per share), realizing a loss of $26,525 per share. During the nine months ended December 31, 2021, the Company had an unrealized loss of $905.

~~(g)~~At December ~~During the six months ended September 30~~31, 2021, the Company ~~purchased~~held ~~15,000~~warrants ~~shares~~for ofAYTU ~~Jupiter~~to ~~Wellness~~purchase ~~(JUPW) at a cost of $75,701 ($~~5~~.05 per share). During the six months ended September 30~~,555 ~~2021,~~common ~~the Company sold all 15,000~~ shares ~~for~~at ~~proceeds of $64,362 and~~ a ~~realized~~strike ~~loss~~price of $~~11,339 (average $4~~10.2980 ~~per~~with ~~share).~~an ~~(h)~~expiration of ~~During~~March ~~the six months ended September 30~~6, ~~2021,~~2023. ~~the~~The ~~Company~~strike ~~purchased~~price ~~103,333~~and ~~warrants~~number of ~~Canoo,~~shares ~~Inc.~~were ~~(GOEVW)~~adjusted atfor ~~a cost of $237,790 (average $2.30 per share). During~~ the ~~six~~August ~~months ended September 30~~10, ~~2021~~2018, ~~the~~1 ~~Company~~for ~~had~~20 anreverse ~~unrealized~~stock-split ~~loss~~and ofagain on ~~$42,481.~~December ~~(i) During the six months ended September 30~~8, ~~2021~~2020, ~~the~~as ~~Company~~a ~~purchased~~result ~~33,000 shares~~ of ~~Mind Medicine Mindmed Inc. (MNMD) at~~ a ~~cost~~1 offor ~~$123,222~~10 ~~(average $3.73 per share). During the six months ended September 30, 2021, the Company sold all 33,000~~ shares ~~realizing~~held ~~a loss of $12,887.~~ (j)herein ~~During~~referred ~~the~~to ~~six~~collectively ~~months~~as ~~ended September 30, 2021,~~ the ~~Company~~“Reverse ~~purchased~~Stock ~~9,500 shares of Odyssey Semiconductor Technologies Inc. (ODII~~Split”) ~~at a cost of $40,250 (average $4~~.23 All ~~per~~ share). ~~During the six months ended September 30, 2021, the Company sold 4,600 shares for proceeds of $11,740~~ and aper ~~realized~~share ~~loss~~amounts ofin ~~$7,727.~~this ~~The~~report ~~Company~~have ~~had~~been anadjusted ~~unrealized~~to ~~loss~~reflect ~~of $11,352 during~~ the ~~six~~effect ~~months~~of ~~ended September 30, 2021. (k) During~~ the ~~six~~Reverse ~~months~~Stock ~~ended September 30, 2021, the Company purchased 220 CALL option contracts of Tilray, Inc~~Split. ~~with~~At ~~a strike price of $25 and an expiration of~~ December 1731, 2021., these ~~These~~warrants ~~CALL options~~ were ~~purchased~~out ~~for $71,663 ($325.74 per contract). During the six months ended September 30, 2021, the Company had an unrealized loss~~ of ~~$66,163. (l) During~~ the ~~six~~money ~~months~~by ~~ended September 30, 2021, the Company purchased 8,000 shares of Axsome Therapeutics, Inc. (AXSM) for~~ $~~147,431 (average $18~~106.4365 per share). ~~During~~and ~~the~~are ~~six~~not ~~months~~publicly ~~ended September 30~~traded, ~~2021,~~and the Company ~~sold~~has ~~1,200~~not ~~shares~~recognized ~~for proceeds of $28,837. During~~ the ~~six~~value ~~months ended September 30, 2021, the Company had an unrealized gain~~ of these ~~$76,697.~~warrants ~~(m)~~as ~~During~~they ~~the~~are ~~six~~not ~~months ended September 30, 2021, the Company purchased 36,500 shares of Biosig Technologies Inc~~liquid. ~~(BSGM) for $116,409 (average $3.189 per share). During the six months ended September 30, 2021, the Company had an unrealized loss of $7,639.~~

At September 30, 2021, the Company held warrants for AYTU to purchase 5,555 common shares at a strike price of $10.80 with an expiration of March 6, 2023. The strike price and number of shares were adjusted for the August 10, 2018, 1 for 20 reverse stockF-split and again on December 8, 2020, as a result of a 1 for 10 shares held (herein referred to collectively as the “Reverse Stock Split”). All share and per share amounts in this report have been adjusted to reflect the effect of the Reverse Stock Split. At September 30, 2021, these warrants were out of the money by $105.12 per share and are not publicly traded, and the Company has not recognized the value of these warrants as they are not liquid.36

F-35

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 11 – INVESTMENTS (CONTINUED)

At ~~September~~December 3031, 2021, the Company also held Series A Warrants and the Series B Warrants of SciSparc Ltd. (SPRCY). With each of the 12,500 Units, purchased by the Company, consisting of 1 ADS, 1 Series A Warrant and ½ Series B Warrant. The Series A Warrants have an exercise price of $7.07, subject to adjustments therein. The Series B Warrants have an exercise price equal to $10.60, subject to adjustments therein. The Series A Warrants and the Series B Warrants are exercisable six months from the date of issuance and have a term of exercise equal to five years from the initial exercise date. These warrants are not publicly traded, and the Company has not recognized the value of these warrants as they are not liquid.

COST BASED INVESTMENTS

Paz Gum LLC

Effective February 5, 2021, the Company purchased five percent of the membership units in Paz Gum LLC, a Nevada limited liability company under the terms of a Membership Unit Purchase Agreement for an aggregate purchase price of $50,000. The Company and Paz will endeavor to cross market and increase sales of our products, along with such other products that Paz Gum undertakes in their discretion. This investment was recorded at cost on the Company’s Condensed Consolidated Balance Sheet. The Company will test this investment annually for impairment.

Aegea Biotechnologies Inc.

On April 3, 2020, Tauriga Sciences, Inc. entered into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), for the purpose of developing a Rapid, Multiplexed Novel Coronavirus (COVID-19) Point of Care Test with Superior Sensitivity and Selectivity (the “SARS-Col 2 Test”).

On January 6, 2021, however, the Company determined to terminate its equity line of credit agreement, which was the primary source of funding for this collaboration agreement. This effectively eliminated our obligation to any additional funding to Aegea under the Collaboration Agreement. As of March 31, 2021, the Company had invested $278,212 in Aegea for 69,553 shares, representing an ownership percentage of 1.02%. As of March 31, 2021, resultant delays of project milestones have led the Company to determined that full recovery of its investment in Aegea is in doubt and has recorded a 50% impairment loss on its Condensed Consolidated Statement of Operations in the amount of $139,106. Aegea is still moving forward on this project and the Company will continue to monitor the progress. There was no further activity or investment in Aegea by us in the period ended ~~September~~December 3031, 2021.

On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing a 2.01% stake in Aegea as of ~~September~~December 3031, 2021).

~~F-36~~Serendipity

On October 31, 2018, the Company invested $35,000 in Serendipity Brands LLC (dba Serendipity Ice Cream Co.) (“Serendipity”), a privately held Company. Serendipity is an ice cream distribution company providing wholesale distribution to retail customers. The investment was recorded at cost and represented 0.24% of the value of Serendipity based on a pre-money valuation of approximately $14 million. The Company tested the investment value in Serendipity as of March 31, 2021 for impairment. It was evidenced that Serendipity had raised significant capital during the year ended March 31, 2021 utilizing a pre-money valuation of $35 million, far exceeding the basis of Tauriga’s investment, therefore, the Company did not believe there was any impairment of this investment as of March 31, 2021.

F-37

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 11 – INVESTMENTS (CONTINUED)

COST BASED INVESTMENTS

Serendipity

NOTE 12 – FAIR VALUE MEASUREMENTS

The following summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at ~~September~~December 3031, 2021 and March 31, 2021:

	September 30, 2021
	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investment-trading securities	$	1792,~~035,511~~723	$	-	$	-	$	1792,~~035,511~~723
Cost method investment – Serendipity Brands		-		-		35,000	$	35,000
Cost method investment - Aegea Biotechnologies, Inc.		-		-		139,106	$	139,106
Cost method investment - Paz Gum LLC		-		-		50,000	$	50,000

	March 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investment-trading securities	$	1,334,425	$	-	$	-	$	1,334,425
Cost method investment – Serendipity Brands		-		-		35,000	$	35,000
Cost method investment - Aegea Biotechnologies, Inc.		-		-		139,106	$	139,106
Cost method investment - Paz Gum LLC		-		-		50,000	$	50,000

NOTE 13 – CONCENTRATIONS

During the three months ended ~~September~~December 3031, 2021, we had one supplier for our product CBD/CBG Tauri-GumTM. The Tauri-GumTM product line represents approximately 3935.86% of net sales.

NOTE 14 – SUBSEQUENT EVENTS

~~Subsequent~~On to September 3019, 2021, the Company’s ~~issued~~Board ~~additional~~of ~~shares~~Directors (“BOD”) approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock asfrom ~~follows:~~400,000,000 ~~(i)~~to 52750,000,000 shares, ~~under~~which ~~consulting~~was ~~agreements~~subject to ~~and~~shareholder ~~(ii)~~approval ~~2,500,000~~under ~~shares~~applicable laws of ~~restricted~~the ~~common~~Florida ~~stock~~Business toCorporations ~~Dr.~~Act ~~David~~and ~~Wolizky~~the relevant proxy rules under the Securities Exchange Act of 1934, ~~Director~~as ~~for~~amended. ~~services~~The ~~rendered~~Company ~~upon~~held ~~his~~a ~~resignation~~special ~~from~~meeting ~~the~~of its stockholders on November 22, 2021, at which all recommended ~~board~~proposals of ~~directors;~~the ~~and~~BOD ~~(iii)~~were 3approved by the shareholders under the applicable rules related thereto,~~487,000~~ ~~commitment~~including the increase of our authorized shares ~~associated~~and ~~with~~a ~~the~~possible ~~issuance~~change of ~~notes~~our ~~payable~~Company name at a future date. ~~credited~~The ~~investors~~amendment ~~for~~to ~~proceeds~~our Articles of Incorporation reflecting the result ~~totaling~~of ~~$168~~our special meeting was submitted to the Florida Secretary of State’s office,~~000~~ ~~($0.04/per~~division ~~share)~~of corporations, and accepted on January 3, 2022, on which date our charter has been amended and became effective.

On ~~October~~January 63, ~~2021~~2022, ~~the~~we ~~Company~~filed ~~announced~~Trademark ~~that~~applications itin ~~has~~the ~~received~~United ~~notification~~States ~~from~~and the ~~Patent~~European ~~Cooperation~~Union ~~Treaty~~for ~~(“PCT”)~~marks ~~that its~~for ~~International~~each ~~Patent~~of ~~Application~~TAURI-PET ~~(App~~and NoTAURI-SUN. A ~~PCT/US21/22668)~~notice ~~was~~of ~~Published~~Allowance ~~(Publication~~was ~~No.~~granted ~~WO2021/188612)~~by onthe ~~September~~European ~~23,~~Union ~~2021.~~Intellectual ~~This International~~Property ~~Patent~~Office ~~Application~~for ~~was~~the ~~filed~~use byof ~~the~~TAURI-SUN ~~Company~~ on ~~March~~January 1725, ~~2021~~2022, asregistration Serial isNo. ~~Titled:~~018567792. ~~MEDICATED~~We ~~CANNABINOID~~await ~~COMPOSITIONS,~~a ~~METHODS OF~~further ~~MANUFACTURING,~~Notice ~~AND~~of ~~METHODS~~Allowance OFor ~~TREATMENT.~~comment ~~This~~upon ~~International~~TAURI-PET ~~Patent~~and ~~Application~~TAURI-SUN ~~relates~~from toeach of the ~~Company’s~~United ~~proposed~~States ~~Pharmaceutical,~~Patent ~~Cannabinoid~~and ~~based,~~Trademark ~~Chewing~~Office ~~Gum~~and ~~product~~the ~~(Sublingual~~European ~~Absorption~~Union -Intellectual ~~Delivery~~Property ~~System)~~Office ~~under~~(other ~~development~~than ~~for~~ the ~~treatment~~granted ~~of:~~EU ~~Nausea~~registration ~~Derived from~~for ~~Active~~TAURI-SUN ~~Chemotherapy Treatment~~noted above).

~~F-37~~We have evaluated subsequent events from December 31, 2021 through the date of the filing of this periodic report, and other than as provided above, no additional events require disclosure under Note 14.

TAURIGA SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(US$)

(UNAUDITED)

NOTE 14 – SUBSEQUENT EVENTS

On October 11, 2021, the Company entered into a SPA and a one-year inventory financing promissory note with MBS GLOEQ CORP. in the amount of $85,000. The note has a maturity date of October 11, 2022 and an interest rate of 10% per annum. Any amount of principal or interest on this note which is not paid when due shall bear an interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid or converted. The holder shall have the right upon any Event of Default, to convert all or any part of the outstanding and unpaid amount of this note into fully paid and non-assessable shares of common stock, as such common stock exists on the issue date. The variable conversion price shall mean seventy-five percent (75%) multiplied by the lowest one-day VWAP (representing a discount rate of twenty-five percent (25%)) during the ten (10) Trading Day period ending on the latest complete trading day prior to the conversion date. The borrower covenants that during the period the conversion right exists, the borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of this note. The Company has established an initial reserve of 13,500,000. The Company shall make six payments in the amount of $15,583, commencing on March 11, 2022 and ending on August 11, 2022. This note contains a number of additional covenants and other provisions, including default or penalty clauses, cross-default, right to proceeds from other financings, reservation of share requirements and other such provisions, each as set forth in more detail in the note and SPA.

On November 1, 2021 the Company received Notice of Publication from U.S. Patent and Trademark Office (“USPTO”), for its U.S. Patent Application No. 17/204,106. The Company filed this U.S. Patent Application on March 17, 2021 and it related to its ongoing Pharmaceutical development efforts.

On November 2, 2021, the Company announced that it will proceed with the production of its proprietary, Green Vein Kratom (“Kratom”) infused, supplement chewing gum. Each piece of Kratom infused Tauri-Gum™ will be infused with 20mg of “Green Vein” Kratom extract. The proposed flavor for this product: Granny Smith Green Apple. Anticipated MSRP: $18.99 per pack. The Company will procure both a standard Certificate of Analysis (“COA”) as well as a much more detailed lab analysis report, from North Hollywood, California based CALIGREEN Laboratory. The Company will also commercialize this product with Kosher and Halal Certifications. Mitragyna Speciosa, also known as Kratom, is a tropical Evergreen tree in the coffee family, native to Southeast Asia. It is indigenous to Thailand, Indonesia, Malaysia, Myanmar, and Papua New Guinea, where it has been used as herbal medicine since at least the 19th century. Commercially, the 3 main strains of Kratom are: White Vein, Green Vein, and Red Vein.

F-38

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources of the Company and critical accounting estimates. This discussion should be read in conjunction with the accompanying quarterly unaudited Condensed Consolidated Financial Statements contained in this Form 10-Q and our Annual Report on Form 10-K, for the year ended March 31, 2021 (“Annual Report”). Our Annual Report includes additional information about our significant accounting policies, practices and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties associated with our financial and operating results.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors”, set forth in Part II, Item 1A of this Form 10-Q and in our other SEC filings. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Business Overview

Tauriga Sciences, Inc. (the “Company”) is a Florida corporation, with its principal place of business being located at 4 Nancy Court, Suite 4, Wappingers Falls, NY 12590. The Company has, over time, moved into a diversified life sciences technology company, with its mission to operate a revenue generating business, while continuing to evaluate potential acquisition candidates operating in the life sciences technology space.

Tauriga Pharma Corp.

On March 17, 2021, the Company filed an additional U.S. Provisional Patent Application relating to alternative pharmaceutical cannabinoid delivery systems.

3Currently, the pharmaceutical grade version of I is in the pre-IND stage of development. The development team is working on several parallel workstreams, including:

Currently, the pharmaceutical grade version of Tauri-GumTM is in the pre-IND stage of development. The development team is working on several parallel workstreams, including:

●	formulation development;

●	non-clinical in vivo and in vitro studies to inform the effective clinical dose and safety margin;

●	regulatory strategy and regulatory documentation preparation;

●	confirmation of the active pharmaceutical ingredient (API); and

●	Identifying pharma-grade API suppliers.

~~Tauriga Sciences Limited~~3

NFTauriga Corp.

Effective April 14, 2021, the Company formed NFTauriga Corp. in the State of ~~Deleware~~Delaware, as a wholly owned subsidiary. The Company is the sole holder of total authorized 100 shares having a par value of $0.00001. The Company’s Chief Executive Officer, Seth M. ~~Shaw~~ Shaw is the initial sole member of the board of directors, to serve until a qualified successor is duly elected. Mr. Shaw will also serve as the Chief Executive Officer and Secretary. The registered office of NFTauriga Corp. in the State of Delaware shall be at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC. NFTauriga Corp. will have the same fiscal year and principal executive office and the Company.

Master Services Agreement

On December 16, 2020, the Company entered into a Master Services Agreement with North Carolina based Clinical Strategies & Tactics, Inc. (“CSTI”) to resume the clinical development of its proposed anti-nausea pharmaceutical grade version of Tauri-Gum™. CSTI will primarily focus its efforts on (i) Pharmaceutical Development Strategy, (ii) Commercialization Strategy, and (iii) Funding Strategy. The Company will with work with CSTI’s founder and chief executive officer, JoAnn C. Giannone. Ms. Giannone has over 25 years’ experience effectively leading companies through the drug and medical device development process. On December 23, 2020, the Company funded the initial consulting fees associated with this Agreement, in the amount of $67,500, exclusive of out-of-pocket reimbursable expenses. The Company has paid additional fees, effected through change orders to the original contract, in the amount of $85,000. These additional fees were for pharmaceutical testing and market research. Under the terms of the Agreement and related statement of work, CTSI will provide a high-level assessment and documentation of the development efforts required to commercialize the proposed pharmaceutical product globally, a commercial assessment, and a review of potential funding strategies and funding sources and potential business partners. The delivery system for this proposed pharmaceutical version is a modified version (with higher concentration of CBD) of the existing Tauri-Gum™” chewing gum formulation based on continued research and development. As of ~~September~~December 3031, 2021, $2,536 of contract payments were recorded as prepaid expense for services yet to be rendered.

COMPANY PRODUCTS

Tauri-Gum^TM

During fiscal year 2021, the Company enhanced its original Tauri-Gum™ formulation by increasing the infusion concentrations of both its Cannabidiol (“CBD”) and Cannabigerol (“CBG”) Tauri-Gum™ products to 25mg per piece of chewing gum (previous concentration was 10mg for the Pomegranate, Blood Orange, Mint, and Peach-Lemon flavors and 15mg for the Black Currant flavor). Additionally, the Company increased its Tauri-Gum™ product offerings to 9 SKUs. The new offerings being introduced are Cherry-Lime Rickey flavored Caffeine infused chewing gum, an 8-piece blister pack of containing 50mg of caffeine per piece and Golden Raspberry flavored Vitamin D3 infused chewing gum, containing 2,000 IU (50 micrograms) of Vitamin D3 per piece. Through its October 2020 partnership with Think Big LLC (the Company founded by the son of late iconic U.S. rap artist, NOTORIOUS BIG aka “Frank White”), the Company is also offering 2 limited edition Licensed Tauri-Gum™/Frank White products: Honey-Lemon flavored chewing gum (containing: 15mg CBD, 15mg CBG, 5mg Vitamin C, 10mg Zinc per piece) and Mint flavor (25mg CBD per piece).

Delta 8 Version of Tauri-Gum^TM

During March 2021, the Company developed a Delta-8-Tetrahydrocannabinol (“Delta-8-THC” or “Delta-8”) infused version of Tauri-Gum™. Delta-8-THC infused products are legal when the ingredient has been derived from the industrial hemp plant (“Cannabis Sativa”) and does not contain more than 0.3% (1/333^rd by dry weight composition) THC. The Company is focused on expanding both its product offerings and revenue opportunities, in a manner that is ethical, innovative, and fully compliant with Federal laws & regulations. Due to strong indications of demand, the Company has completed a double production run of its Evergreen Mint flavor, Delta 8 THC infused (10mg per piece of chewing gum), Version of Tauri-Gum™.

All of the CBD/CBG Tauri-Gum^TM skus are made in the USA, formulations are allergen free, gluten free, vegan, kosher certified (K-Star), Halal certified (Etimad), non-GMO, vegan incorporated by a proprietary lab-tested manufacturing process.

See our “Risk Factors” contained in our Annual Report dated March 31, 2021 filed with the Securities and Exchange Commission on June 29, 2021, including with respect, but not limited, to Federal laws and regulations that govern CBD and cannabis, and any such updated risk factors included in this periodic report.

Tauri-Gummies™

Other Products

On July 12, 2021, the Company announced two new topical products; CBD infused Sunscreen Spray and Acai Fragrance Moisturizing Lip Balm. These two products will be manufactured, under Tauri-Sun™ brand name. Tauri-Sun™ Sunscreen Spray has a 30 SPF (sun protection factor) and is infused 200mg of CBD isolate per 3-ounce container. The easy to use “Spray On” delivery system is hypoallergenic and environmentally responsible (Reef Friendly). The Tauri-Sun™ Acai Fragrance Moisturizing Lip Balm has a 30 Sun Protection Factor (“SPF”) is dermatologist tested and CBD infused. On January 3, 2022, we filed Trademark applications in the United States and the European Union for marks for each of TAURI-PET and TAURI-SUN. A notice of Allowance was granted by the European Union Intellectual Property Office for the use of TAURI-SUN on January 25, 2022, registration Serial No. 018567792.

We await a further Notice of Allowance or comment upon Tauri-Pet and Tauri-Sun from each of the United States Patent and Trademark Office and the European Union Intellectual Property Office (other than the granted EU registration for Tauri-Sun noted above).

For a full list of our currently available products please visit our e-Commerce website at https://taurigum.com/.

DISTRIBUTION OF THE COMPANY’S PRODUCTS

Think BIG, LLC License Agreement

The licensing arrangement permits for cross licensing, brand building, e-commerce customer acquisition efforts, retail customer acquisition efforts, enhanced social media presence, public relations & visibility strategies, as well as potential outreach to celebrities, and various other types of in-kind services in order to increase both Company revenue and customer acquisition efforts. The License will also allow for future joint development projects that will leverage the iconic “Frank White” brand and likeness/intellectual property (to which Think Big has the intellectual property rights). The Companies further agreed to a 50/50 gross profit split ^onsales of specially branded product, payable on or before the 15th day of each calendar month for the immediately preceding calendar month. In addition, the Company originally agreed to pay Think BIG, via a quarterly marketing fee for a period of twelve months in the amount $15,000 per quarter (for an aggregate total of $60,000), the first payment of which was paid by the Company within 10 days of the entry into the License. Subsequently, the parties agreed that the remaining payments would no longer be paid to Think BIG in exchange for the Company funding specially branded inventory printing and product as well as other marketing initiatives.

As consideration for each Brand Ambassador’s Services set forth under their respective PSAs, the Company agreed to issue each Brand Ambassador 1,500,000 restricted shares of the Company’s common stock, upon execution of the PSA and PSA 2. These shares were issued on December 17, 2020. Under the PSA’s, the Company had initially agreed, following the one-year anniversary of the Effective Date, an additional 1,500,000 restricted shares of Company’s common stock could be issued to each Brand Ambassador, subject to the satisfaction of the terms of such additional services and/or criteria to be mutually agreed upon by the parties to the PSA and/or the PSA 2. The Company has determined that these additional shares will not be paid. The value of all shares issued and to be issued had a value of $183,600 that will be recognized over the term of the contract. This agreement is still in effect as the Company is still selling this co-branded product. Through December 31, 2021, the Company has recognized approximately $1,122 of sales of co-branded product.

Stock Up Express Agreement

The Company has entered into multiple other arrangements that are more fully described and annexed thereto in our annual report, and such other subsequent periodic and current reports that we have filed with the Securities and Exchange Commission, ~~and~~which ~~included~~agreements are infiled ~~those~~to ~~agreements~~such ~~filed~~reports and incorporated by reference ashereto ~~exhibits~~and thereto.

REGULATORY MATTERS

Food and Drug Administration (“FDA”)

Furthermore, since the closure of the FDA hearings on this issue, some state and local agencies have issued a ban on the sale of any food or beverages containing CBD. There have been legislative efforts at the federal level, which seek to provide clear guidance to industry stakeholders regarding how to comply with applicable FDA law with respect to CBD and other hemp derived cannabinoids. However, such legislative efforts have been limited and as of this date, these legislative efforts require extensive further approvals, including approval from both houses of Congress and the President of the United States, before being enacted into law, if at all.

FDA Clinical Trial Process – United States Drug Development

The process required by the FDA before a drug may be marketed in the United States generally involves the following:

● completion of extensive pre-clinical in vitro and animal studies to evaluate safety and pharmacodynamic effects , formulation development, analytical method development, and manufacturing of the active pharmaceutical ingredient (API) and drug product for clinical trials in accordance with applicable regulations, including the FDA’s Current Good Laboratory Practice (cGLP) regulations and Current Good Manufacturing Practice (cGMP) regulations;

● submission to the FDA of an Investigational New Drug (IND) application, which must become effective before human clinical trials may begin;

● submission to the FDA of a New Drug Application (NDA);

● potential FDA audit of the clinical trial sites that generated the data in support of the NDA; and

● FDA review and approval of the NDA prior to any commercial marketing or sale.

7Once a pharmaceutical product candidate is identified for development, it enters the pre-clinical testing stage. Pre-clinical tests include laboratory evaluations of product characterization, drug product formulation development and stability, as well as pharmacology and toxicology animal studies. An IND Sponsor must submit the results of the pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature, to the FDA as part of the IND. The sponsor must also include a protocol detailing, among other things, the objectives of the initial clinical trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the initial clinical trial lends itself to an efficacy evaluation. Some pre-clinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions related to a proposed clinical trial and places the trial on a clinical hold within that 30-day period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns or non-compliance and may be imposed on all drug products within a certain class of drugs. The FDA also can impose partial clinical holds, for example, prohibiting the initiation of clinical trials of a certain duration or for a certain dose.

Once a pharmaceutical product candidate is identified for development, it enters the pre-clinical testing stage. Pre-clinical tests include laboratory evaluations of product characterization, drug product formulation development and stability, as well as pharmacology and toxicology animal studies. An IND Sponsor must submit the results of the pre-clinical tests, together with manufacturing information, analytical data and any available clinical data or literature, to the FDA as part of the IND. The sponsor must also include a protocol detailing, among other things, the objectives of the initial clinical trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the initial clinical trial lends itself to an efficacy evaluation. Some pre-clinical testing may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions related to a proposed clinical trial and places the trial on a clinical hold within that 30-day period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns or non-compliance, and may be imposed on all drug products within a certain class of drugs. The FDA also can impose partial clinical holds, for example, prohibiting the initiation of clinical trials of a certain duration or for a certain dose.

● Phase 1. The product is initially introduced into a small number of healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion and, if possible, to gain early evidence on effectiveness. In the case of of some products for severe or life-threatening diseases, especially when the product is suspected or known to be unavoidably toxic, ~~the~~ the initial human testing may be conducted in patients.

8The manufacturing process must be capable of consistently producing quality batches of the product candidate and among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

NDA and FDA Review Process

The FDA reviews all NDAs submitted before it accepts them for filing and may request additional information rather than accepting an NDA for filing. The FDA typically makes a decision on accepting an NDA for filing within 60 days of receipt. The decision to accept the NDA for filing means that the FDA has made a threshold determination that the application is sufficiently complete to permit a substantive review. Under the goals and policies agreed to by the FDA under the Prescription Drug User Fee Act (“PDUFA”), the FDA’s goal to complete its substantive review of a standard NDA and respond to the applicant is ten months from the receipt of the NDA. The FDA does not always meet its PDUFA goal dates, and the review process is often significantly extended by FDA requests for additional information or clarification and may go through multiple review cycles.

New York State Department of Health

The product requirements under the current regulations, include but are not limited to: the product must not contain more than 0.3% total Δ9- Tetrahydrocannabinol concentration; the product must not contain tobacco or alcohol; the product must not be in the form of an injectable, transdermal patch, inhaler, suppository, flower product including cigarette, cigar or pre-roll, or any other disallowed form as determined by the NYDPH; if the product is sold as a food or beverage product, it must not have more than 25mg of cannabinoids per product; and if sold as an inhalable cannabinoid hemp product, the product will be subject to a number of additional safety measures.

OTHER BUSINESS ITEMS

Nausea Derived from Active Chemotherapy Treatment

Strategic Marketing and Consulting Agreement with Mayer & Associates

On June 14, 2021, the Company entered into a 12-month Strategic Marketing and Consulting Agreement with Mayer & Associates. Under this agreement the Company will paid $150,000 as well as the issuance of 3,500,000 shares of restricted common shares of Company stock. Half of the cash payment ($75,000) was paid upon execution of this agreement and the other half was paid approximately 90 days thereafter. Upon execution, the Company issued 2,200,000 of the above-mentioned shares. The remaining 1,300,000 above-mentioned shares were issued approximately 90 days after this contract was executed. Mayer and Associates will provide the Company with opportunities relating to the world of professional sports, with respect to its products and product lines. This includes, but is not limited to, introductions to professional sports leagues, celebrity (professional athletes) influencers/brand ambassadors/brand liaison(s), research and development opportunities, hosting of small periodic events for the Company and a diversified group of high-profile contacts and relationships, use social media exposure, podcasts backing of various elements from professional sports as well as assist the Company in advising of potential merger partners and developing corporate partnering relationships. The Company, at the sole discretion of its board, may pay an additional payment of $75,000 as permitted under this agreement based on performance. This additional payment will be recorded as a contingent liability on the Company condensed consolidated balance sheet until formally authorized by the Company’s board of directors. This agreement is terminable after six months. As of the date of this quarterly report date, the aforementioned shares have been issued.

RESULTS OF OPERATIONS

For the three and ~~six~~nine months ended ~~September~~December 3031, 2021 compared to the three months ended ~~September~~December 3031, 2020

The results of operations included herein contain only those operations that are part of our continuing operations. For discussion regarding our past operations which have since been disposed of, please refer to our Annual Report.

Net Revenue

During the three months ended ~~September~~December 3031, 2021, the Company recognized net revenue of $~~107~~102,~~346~~580. Net revenues for the three months ended ~~September~~December 3031, 2020 were $7574,~~360~~949. ~~The~~All of the Company’s sales came from online and wholesale clients. For the purposes of sales by sales channel segmentation, distributor sales include sales to customers that were distributors.

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company recognized net revenue of $~~140~~243,~~713~~293. Net revenues for the ~~six~~nine months ended ~~September~~December 3031, 2020 were $~~140~~215,~~164~~113. The Company’s sales came from online and wholesale clients. For the purposes of sales by sales channel segmentation, distributor sales include sales to customers that were distributors.

Sales by sales channel for the three and nine months ended December 31,

	For the three months ended December 31,				For the nine months ended December 31,
	2021		2020		2021		2020
Revenue:
Distributor	$	-	$	-	$	-	$	-
E-Commerce		98,356		72,939		196,818		169,428
Wholesale		4,224		2,010		46,475		45,685
	$	102,580	$	74,949	$	243,293	$	215,113

Sales by sales channel for the three and six months ended September 30,

	For the three months ended September 30,				For the six months ended September 30,
	2021		2020		2021		2020
Revenue:
Distributor	$	-	$	-	$	-	$	-
E-Commerce		65,205		36,395		98,462		96,489
Wholesale		42,141		38,965		42,251		43,675
	$	107,346	$	75,360	$	140,713	$	140,164

Cost of Goods Sold

For the three and nine months ended ~~September~~December 3031, 2021, the Company had cost of goods sold in the amount of $3346,~~734~~499 and $124,999 for online and wholesale customers. For the three and ~~six~~nine months ended ~~September~~December 3031, 2020 was $7434,~~427~~348 and $133,391 as a result of sales of Tauri-GumTM to online customers and wholesale clients. For the purposes of cost of goods sold segmentation distributor cost of goods sold includes sales to customers that were distributors.

Cost of Goods Sold by sales channel for Tauri-GumTM for the three and ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020 were:

	For the three months ended September 30,				For the six months ended September 30,
	For the three months ended December 31,				For the nine months ended December 31,
	2021		2020		2021		2020
Cost of Goods Sold
Distributor	$	-	$	-	$	-	$	-
E-Commerce		3344,~~734~~175		2134,~~298~~348		4896,~~853~~865		44106,~~819~~648
Wholesale		252,~~490~~324		~~38,734~~-		2528,~~574~~134		4226,~~244~~743
	$	5946,~~224~~499	$	6034,~~032~~348	$	74124,~~427~~999	$	87133,~~063~~391

Operating Expenses

Marketing and advertising expense

For the three months ended ~~September~~December 3031, 2021, marketing and advertising expense from continuing operations was $~~310~~134,~~457~~713 compared to $41105,~~836~~899 for the same period in the prior year. The difference of $~~268~~28,~~621~~814 was primarily due to the ~~conversion~~billboard ~~of inventory to samples at a cost of $123,826 as well as the new inventory sample allocation in the amount of $80,850. Additionally, the Company realized higher social~~ media ~~campaigns costs, SEO consulting work, sales territory development and website maintenance during the three months ended September 30, 2021.~~campaign

For the ~~six~~nine months ended ~~September~~December 3031, 2021, marketing and advertising expense from continuing operations was $~~406~~541,~~736~~449 compared to $74180,~~902~~801 for the same period in the prior year. The difference of $~~331~~360,~~834~~648 was primarily due to the conversion of inventory to samples at a cost of $123,826, billboard media, social media campaigns, SEO consulting work, sales territory development and website maintenance during the ~~three~~nine months ended ~~September~~December 3031, 2021. Additionally, the Company did a direct mail campaign at a cost of $38,200

Research and development

For the three months ended ~~September~~December 3031, 2021, research and development expense was $948,~~624~~781 compared to $257,~~488~~173 for the same period in the ~~prior~~ prior year. The current year increased expense was ~~largely~~ due to the work in the pharma clinical trial ~~totaling $47,464 as well as a $20,000 payment for a STUDY PROTOCOL DEVELOPMENT: TAURIGA SCIENCES NAUSEA IN PREGNANCY~~.

For the ~~six~~nine months ended ~~September~~December 3031, 2021, research and development expense was $~~108~~116,~~063~~844 compared to $2734,~~305~~478 for the same period in the prior year. The current year increased expense was largely due to the Kosher certification of the Tauri-GumTM product line work in the pharma clinical trial totaling $47,464 as well as a $20,000 payment for a STUDY PROTOCOL DEVELOPMENT: TAURIGA SCIENCES NAUSEA IN PREGNANCY the ~~six~~nine months ended ~~September~~December 3031, 2021.

Fulfillment services

For the three months ended ~~September~~December 3031, 2021, fulfillment services were $2023,~~059~~988 compared $1625,~~700~~200 for the same period in the prior year. ~~The~~ ~~increase in current year expense was largely due to additional activity and increased e-commerce sales activity and product offering~~The asslight ~~well~~decrease asreflects ~~the~~substantially ~~establishment~~similar ofcosts afor ~~new~~year ~~product~~over ~~warehouse~~year ~~in Brooklyn, NY~~comparison.

11For the nine months ended December 31, 2021, fulfillment services were $84,505 compared $64,200 for the same period in the prior year. The increase in current year expense was largely due to additional activity and increased e-commerce sales activity and product offering as well as the establishment of a new product warehouse in Brooklyn, NY.

For the six months ended September 30, 2021, fulfillment services were $60,517 compared $38,950 for the same period in the prior year. The increase in current year expense was largely due to additional activity and increased e-commerce sales activity and product offering as well as the establishment of a new product warehouse in Brooklyn, NY.

General and Administrative Expense

For the three months ended ~~September~~December 3031, 2021 and 2020, general and administrative expenses were $~~817~~1,~~810~~226,496 and $~~320~~436,~~246~~097, respectively. This increase of $~~497~~790,~~564~~399 was primarily attributable to increased stock -based compensation $~~264~~648,~~470~~874, ~~larger~~proxy ~~consulting~~expense ~~fees~~ of $5428,~~250,~~627 ~~increased legal~~larger legal fees of $2329,~~515 and increased travel expense of $34,100~~050.

For the ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020, general and administrative expenses were $12,~~660~~887,~~618~~114 and $~~904~~1,~~719~~328,786, respectively. This increase of $~~755~~1,~~899~~558,328 was primarily attributable to a larger consulting ~~fees~~fee of $~~363~~322,~~172~~622, increased legal fees of $4473,~~665~~742, increased advisor, officer and director compensation of $~~162~~232,~~600~~516, increased stock -based compensation of $81717,~~006~~536, ~~and~~proxy expense of $28,627 and increased travel expense of $46104,~~350~~171.

Depreciation and amortization

For the three and ~~six~~nine months ended ~~September~~December 3031, 2021, depreciation and amortization expense was $1,326 and $23,~~571~~897, respectively compared to $~~216~~218 and $~~435~~653. Depreciation expense increase of $13,~~014~~244 for the ~~six~~nine months ended ~~September~~December 3031, 2021 was due to depreciation expense on new computer, presentation equipment and furniture for the new office. Additionally, the Company had amortization expense of $~~625~~937 for sales display in the new corporate office for the ~~three~~nine ~~and six~~ months ended ~~September~~December 3031, 2021.

Interest Expense

For the three months ended ~~September~~December 3031, 2021 and 2020, interest expense was $~~418~~67,~~982~~129 and $~~292~~289,~~788~~503, respectively. Interest expense ~~increase~~decrease of $~~126~~223,~~194~~374 was due to the ~~increased~~decreased expense ~~of $171,895~~ for the issuance of commitment shares recorded as interest expense offset of lower recognition of debt discount ~~of $40,500~~.

For the ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020, interest expense was $~~854~~921,~~793~~922 and $~~612~~901,~~410~~913, respectively. Interest expense increase of $~~242~~20,~~383~~009 ~~was~~which ~~due~~is tosimilar ~~the increase of $351,882 for the issuance of commitment shares recorded as interest~~ expense ~~offset~~year ofover ~~lower recognition of debt discount of $116,062~~year.

Net Income (Loss)

The Company generated net losses from continuing operations of $1,~~736~~542,~~280~~273 and $24,~~568~~114,~~644~~990 for the three and ~~six~~nine months ended December ~~September 30~~31, 2021, respectively compared to $~~642~~22,~~869~~169 and $1,~~592~~614,~~280~~449 for the same periods in the prior year. The increased net loss in the three months ended ~~September~~December 3031, 2021 was primarily due to increase general and administrative costs of $~~497~~790,~~564~~399, ~~increased~~a ~~marketing~~lower ~~expense of $268,621~~unrealized ~~for~~gain ~~sample allocations, increased interest expense~~ of $~~126~~932,~~194,~~627 ~~unrealized~~and loss on trading securities of $~~671~~142,~~875 offset by a realized gain on trading securities of $550,731~~884.

The increased net loss in the ~~six~~nine months ended ~~September~~December 3031, 2021 in the amount of $2,500,541 was primarily due to increase general and administrative costs of $~~755~~1,~~899~~558, ~~increased marketing expense of $331~~328,~~834,~~ increased ~~interest~~marketing expense of $~~242~~360,~~383~~648, unrealized loss on trading securities of $~~918~~1,~~041 offset~~909,778 byand a realized gain on trading securities of $1,~~376~~233,~~409~~525 in the prior year.

Liquidity and Capital Resources

AtOn ~~September~~December 3031, 2021, we had cash of $286,~~698~~799 and 1,035,511 of securities compared to March 31, 2021 of $49792,~~826~~723 and $1,334,425 of trading securities. We have historically met our cash needs through a combination of proceeds from private placements of our securities, loans and convertible notes. Our cash requirements are generally for purchases of inventory as well as selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Net Cash provided by in financing activities during the ~~six~~nine months ended ~~September~~December 3031, 2021 and 2020 was $1,~~162~~402,~~000~~600 and $12,~~061~~014,~~595~~878 respectively. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company received $1,~~120~~196,~~000~~500 ~~proceed~~proceeds from notes payable, $~~287~~451,~~000~~515 from the sale of common stock offset by the repayment of note principal of $245,000. During 2020, the Company had proceeds from the sale of registered shares under the Tangiers Investment Agreement (equity line of credit, since terminated) in the amount of $~~369~~400,~~482~~515, proceeds from the sale of common stock in the amount of $~~359~~801,~~313~~ 563 and $~~432~~220,~~800~~000 proceeds from notes payable offset by $100,000 for the repayment of note principal.

As of ~~September~~December 3031, 2021, current assets were exceeded by our current liabilities by $6711,~~074~~126 compared to current assets exceeding current liabilities by $1,229,211 at March 31,2021. AtOn ~~September~~December 3031, 2021, current assets were $1,~~893~~537,~~585~~851 compared to $2,396,567 at March 31, 2021. During fiscal year 2021, the Company’s decrease in current assets was primarily due to a $~~298~~541,~~914~~702 decrease in the investment invalue of trading securities held by us. AtOn ~~September~~December 3031, 2021, current liabilities were $12,~~887~~248,~~511~~ 977 compared to $1,167,356 at March 31, 2021. The Company’s increase in current liabilities was mainly due to increased notes payable of $~~878~~954,~~755~~409.

Going Concern

During the fourth quarter of the year ended March 31, 2019, the Company began sales and marketing efforts for its Mint flavored Tauri-GumTM product. During the year ended March 31, 2021, the Company recognized net sales of $285,319 and a gross profit of $122,692. During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company recognized net sales of $~~140~~243,~~713~~293 and a gross profit of $66118,~~286~~294. ~~At September~~On 30December 31, 2021, the Company had a working capital ~~surplus~~deficit of $6711,~~074~~126 compared to $1,229,211 for the year ended March 31, 2021. The current lower surplus is largely resultant from increased debt levels. Although the Company has a working capital surplus, there is no guarantee that this will continue therefore it still believes that there is uncertainty with respect to continuing as a going concern.

On July 1, 2019, months after the NYC Department of Heath announced a ban on cannabidiol in foods and beverages (mainly focused on restaurants and baked goods), the updated New York City Health Code was revised to include an embargoing of CBD-infused Edible(s) Products (including packaged products). The Company is hopeful that due to the recent regulatory regime for cannabinoid products implemented by the NYDPH, the New York City Council will remove the current CBD ban and implement regulations surrounding CBD products in a logical and prompt manner. The Company believes it is well positioned under the current regulatory structure and has taken a conservative approach towards its products, including, for example, ensuring that its product manufacturer periodically tests for compliance with the Agricultural Improvement Act of 2018, such as utilizing CBD oils from hemp plants which contain 0.3% or less THC content. Subsequent to the balance sheet date, the State of New York has determined that it is allowable to sell CBD Infused Edible products in the forms of both food and drink (inclusive of chewing gum). It was also determined that at no time can CBD be sold in products that contain either alcohol or tobacco. Additionally, the State of New York also said that NO CBD product may be sold if it contains more than 0.3% (1/333rd by Composition) THC. No Individual food or beverage product may contain more than 25mg of Hemp-Extracted Cannabinoids (“CBD” or “CBG”) per serving. Food and drink infused with CBD and Other Hemp Extracts must be packaged by the manufacturer and extracts cannot be added at the retail level. The Company’s entire product line will comply with these standards.

The Company, in the short term, intends to continue funding its operations either through cash-on-hand or through financing alternatives. Management’s plans with respect to this include raising capital through equity markets to fund future operations as well as the possible sale of its remaining marketable securities which had a market value of $1 equity markets to fund future operations as well as the possible sale of its remaining marketable securities which had a market value of $792,~~035,511~~723 aton ~~September~~December 3031, 2021. In the event the Company cannot raise additional capital to fund and/or expand operations or fails to raise adequate capital and generate adequate sales revenue, or if the regulatory landscape were to become more difficult or result in regulatory enforcement, it could result in the Company having to curtail or cease operations.

Even if the Company does raise sufficient capital to support its operating expenses, acquire new license agreements or ownership interests in life science companies and generate adequate revenues, or the agreements entered into recently are successful, there can be no assurances that the revenues will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern as determined by management. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Contractual Obligations

Per Os Bio has contracted with the Company as the sole manufacturer of its Tauri-Gum^TM and are under contract to produce our product when ordered at approximately $6 per blister pack. Per OS is also required to have each batch independently tested to ensure that each piece of chewing gum must contain 10 milligrams (“mg”) of CBD Isolate, has 0% THC Content and is clear for all microbiology. Due to the implementation of efficiencies and reduction in market price of the most important “basic factors of production costs” CBD and CBG Isolate, the cost per blister pack (as of 12/31/2020) has been reset to approximately $4 per blister pack.

Effective January 6, 2021, the Company moved its corporate headquarters to 4 Nancy Court, Suite 4, Wappingers Falls, New York 12590. The Company’s telephone number remains the same, phone: 917-796-9926. The Company entered into a two-year lease, expiring January 31, 2023. We will pay $19,200 ($1,600 per month) during the first year of the term and $21,000 ($1,750 per month) during the second year of the term. The Company paid $1,600 as a refundable security deposit under the terms of our new headquarter lease.

Off-Balance Sheet Arrangements

As of ~~September~~December 3031, 2021, the Company had no off-balance sheet arrangement as defined in Item 303(a)(4) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

	1.	Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures;

	2.	Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

	3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting;

	4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management would need to implement the following measures:

	●	The Company would need to add sufficient number of independent directors to the board and appoint an audit committee.

	●	The Company would need to add sufficient knowledgeable accounting personnel to properly segregate duties and to affect a timely, accurate preparation of the financial statements.

	●	Upon the hiring of additional accounting personnel, the Company would need to develop and maintain adequate written accounting policies and procedures.

Currently, management does not have the resources nor will it in the near to mid-term future to accomplish all of these goals.

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations, however, has added consultants to assist in the remediation of the weaknesses identified. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of ~~November~~February 1514, ~~2021~~2022, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

ITEM 1A. RISK FACTORS.

Investing in our common stock is subject to a number of risks and uncertainties. You should carefully consider the risk factors described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended March 31, 2021 filed on June 29, 2021, our subsequently filed quarterly reports on Form 10-Q and in other reports we file with the SEC, and as set forth in certain updated or additional risk factor therein and below.

The outbreak of the coronavirus may negatively impact our business, results of operations and financial condition.

The outbreak of the coronavirus may negatively impact our business, results of operations and financial condition. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the then U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition, including coordination and completion of financial and operational matters and attendance at our events resulting from social distancing, travel restrictions, movement and large gathering restrictions, the public’s fears associated with the Pandemic, including air travel. More recently in 2021, a “Delta” variant and subsequent “Omicron” variant of the Covid-19 virus has reignited concerns of a new or more contagious spread of the virus as a result of this new strain. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. While the development and distribution of a number of vaccines to combat COVID-19 have been developed and widely distributed, as we have also seen, numerous variants have resulted in wide ranging break-through cases, despite vaccination, causing continued concerns and business disruptions (including supply chain issues across a wide range of industries) domestically and internationally. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, and variants related thereto, could ~~therefore~~ materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Common Stock

We may need to finance our future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. Any additional funds that we obtain may not be on terms favorable to us or our stockholders and may require us to relinquish valuable rights.

As of ~~September~~December 3031, 2021, we had $286,~~698~~799 of available cash as well as $1792,~~035,511~~723 held in trading securities at fair market value. We will ~~need~~ need to raise additional funds or liquidate the remainder of our marketable securities to pay outstanding vendor invoices and execute ~~our~~ our business plan. Our future cash flows depend on our ability to market and sell our common stock and to enter into licensing arrangements. There can be no assurance that we will have sufficient funds to execute our business plan or complete a strategic transaction, or that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us.

We cannot guarantee that we will generate significate revenues from our products in the near future. Therefore, for the foreseeable future, we may have to fund all or most of our operations and capital expenditures from cash on hand, public or private equity offerings, debt financings, bank credit facilities, other borrowings (including borrowings from our officers and directors) or corporate collaboration and licensing arrangements. We will need to raise additional funds if we choose to expand our product development efforts more rapidly than we presently anticipate.

If we seek to sell additional equity or debt securities or enter into a corporate collaboration or licensing arrangement, we may not obtain favorable terms for us and/or our stockholders or be able to raise any capital at all, all of which could result in a material adverse effect on our business and results of operations. The sale of additional equity or debt securities, if convertible, could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also result in covenants that would restrict our operations. Raising additional funds through collaboration or licensing arrangements with third parties may require us to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or to grant licenses on terms that may not be favorable to us or our stockholders. In addition, we could be forced to discontinue product development, reduce or forego sales and marketing efforts and forego attractive business opportunities, all of which could have an adverse impact on our business and results of operations.

Uncertainty regarding Company’s ability to obtain a ‘cannabinoid hemp retailers” license.

The NYDPH has implemented regulations concerning the processing and retail sale of hemp derived cannabinoids, and pursuant to these regulations, Company is deemed to be operating as a “cannabinoid hemp retailer.” Furthermore, retailers selling cannabinoid hemp products are required to submit a completed Cannabinoid hemp retailer license application to the NYDPH on or before April 1, 2021. The Company has successfully submitted its application; however, the application is still pending full approval. If Company’s Cannabinoid hemp retailer license application is not approved, this could impact Company’s ability to maintain its business operations or subject it to penalties, fees, fines, or other financial consequences. As of the date of this periodic report, this retailer license application remains pending.

Legal Uncertainty Surrounding the Use of Industrial Hemp Derived Δ8 THC.

On August 21, 2020, the United States Drug Enforcement Administration’s (DEA) issued its Interim Final Rule for the Implementation of the Agricultural Improvement Act of 2018 (IFR), “to codify in the DEA regulations the statutory amendments to the Controlled Substances Act (CSA) made by the Agriculture Improvement Act of 2018 (AIA [or 2018 Farm Bill]), regarding the scope of regulatory controls over marihuana, tetrahydrocannabinols, and other marihuana-related constituents.” The IFR further stated that the classification of “synthetic tetrahydrocannabinols” was not impacted by the 2018 Farm Bill, and “synthetic cannabinoids” are still to be considered controlled substances under the CSA. The legal definition of “synthetic cannabinoids” is constantly evolving, and some argue that Δ8-THC could be deemed a controlled substance, given that it is produced via a chemical extraction process with hemp-based materials, typically hemp-derived CBD. Given this regulatory uncertainty, Δ8 THC’s potential classification under the CSA will not be fully understood until additional clarifying statements are issued by the DEA, or a judicial decision on these issues has been rendered. Since the implementation of the IFR, several states have issued bans on the use of industrial hemp derived Δ8 THC in consumer products. Furthermore, the NYDPH recently issued a set of regulations to address the use of industrial hemp derived Δ8 THC and Δ10 THC in cannabinoid hemp products manufactured and sold in New York. Future regulatory changes or enforcement actions by the DEA or state regulators, with respect to Δ8 THC, could have a materially adverse impact on the business, financial condition, results of operations or prospects of the Company.- Finally, since the filing of our last quarterly report, the USPTO has rejected trademark applications for products containing Δ8 THC, citing the Interim Guidance that synthetic cannabinoids are per se illegal and that their status was not changed by the Farm Bill of 2018. This gives rise to the possibility that future products containing this substance may be rejected and barred from receiving intellectual property protection from the USPTO.

Uncertainty regarding Company’s manufacturing partner’s ability to comply with the NYDPH’s ‘cannabinoid hemp processors” requirements for Δ8 THC production.

Due to recent regulatory changes implemented by the NYDPH, Δ8 THC is only permissible in “cannabinoid hemp products”, if such Δ8 THC was not “created through isomerization”. If Company’s manufacturing partners are unable to produce Δ8 THC pursuant to the NYDPH’s non-isomerization standards, Company’s Δ8 THC product offerings would be deemed to be non-compliant. Such non-compliance could have a materially adverse impact on the business, financial condition, results of operations or prospects of the Company.

Uncertainty regarding the NYDAM’s development of a State Plan.

Pursuant to New York Legislation S.6184/A.7680, the New York State Department of Agriculture and Markets (NYDAM) retains primary regulatory authority over the production and cultivation of industrial hemp within the State of New York. However, pursuant to the 2018 Farm Bill a State Plan must be submitted to the USDA for approval, in order to ensure that the NYDAM’s primary regulatory authority is recognized at the federal level. On October 4, 2020, the United States Senate passed a bipartisan continuing resolution, which included language to extend the deadline for the submission of a State Plan, until December 31, 2021. As of this date, the NYDAM has not yet formally submitted a State Plan and based on public comments issued by the NYDAM it is unclear as to when and how a formal State Plan will be submitted. Until a formal State Plan for New York has been published, submitted and approved by the USDA, it is unclear how the NYDAM will handle any conflicts with federal law which may arise due to New York’s current industrial hemp processors and manufacturers licensing structure. Such uncertainty could disrupt the Company’s business and result in a material adverse effect on its operations.

We may be classified as an inadvertent investment company.

We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. Under the Investment Company Act of 1940, as amended (the “1940 Act”), however, a company may be deemed an investment company under section 3(a)(1)(C) of the 1940 Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis.

As a result of investments the Company has made in public and privately held companies since and including 2017, the investment securities presently held by us exceeds 40% of our total assets, exclusive of cash items and, accordingly, we are currently an inadvertent investment company. As of September 30, 2021, the Company held publicly traded common stock, warrants and call options in ten publicly traded company and warrants exercisable for common stock in three publicly traded companies. The Company also has investments recorded at cost, net of impairment of $224,106 private companies. As of September 30, 2021, the Company had purchased securities, warrants or options in twelve different public companies at a cost of $1,579,632. including exercised warrants, and sold shares of eight different companies receiving proceeds of $2,336,914.16

AnAs ~~inadvertent~~a ~~investment~~result ~~company can avoid being classified as an investment company if it can rely on one~~ of ~~the exclusions under the 1940 Act. One such exclusion~~investments, ~~Rule 3a-2 under~~ the ~~1940~~Company ~~Act,~~has ~~allows~~made anin ~~inadvertent~~public ~~investment~~and ~~company~~privately aheld ~~grace~~companies ~~period~~since ofand ~~one~~including ~~year~~2017, ~~from~~ the ~~earlier of (a) the date on which an issuer owns~~ investment securities ~~and/or~~presently ~~cash~~held ~~having~~by aus ~~value~~exceeds ~~exceeding 50~~40% of ~~the~~our ~~issuer’s~~ total assets on, ~~either~~exclusive aof ~~consolidated~~cash oritems ~~unconsolidated basis~~ and ~~(b)~~accordingly, ~~the~~we ~~date~~are oncurrently ~~which~~ an ~~issuer~~inadvertent investment ~~owns~~company. orAs ~~proposes~~of toDecember ~~acquire~~31, ~~investment~~2021, ~~securities having~~and aduring ~~value~~the ~~exceeding~~period ~~40%~~then ofended, the ~~value~~Company ofheld ~~such~~and/or ~~issuer’s~~has ~~total~~traded ~~assets~~shares ~~(exclusive~~ of common ~~government~~stock, ~~securities~~warrants and ~~cash~~call ~~items)~~options ~~on an~~in ~~unconsolidated~~ten ~~basis.~~publicly Wetraded ~~have~~companies ~~taken~~and ~~actions~~warrants toexercisable ~~cause~~for ~~the~~common ~~investment~~stock. ~~securities~~The ~~held~~Company also byhas usinvestments torecorded beat ~~less~~cost, ~~than~~net ~~40%~~ of ~~our~~impairment ~~total~~of ~~assets and~~$224,106 ~~will~~in ~~continue~~private tocompanies. ~~evaluate~~As ~~other~~of ~~feasible~~December ~~actions towards this end~~31, ~~which may include acquiring assets with our cash on hand~~2021, ~~consummating~~the Company ahad ~~significant~~purchased ~~merger/acquisition transaction~~securities, warrants or ~~liquidating~~call ~~our~~options ~~investment~~in ~~securities.~~eight Wedifferent ~~also~~public ~~may~~companies ~~seek~~at a ~~no-action~~cost ~~letter~~of ~~from~~$866,502, ~~the~~including exercised ~~SEC~~warrants, ifand wesold ~~are~~shares ~~unable~~of tonine ~~acquire~~different ~~sufficient~~companies ~~non-securities~~receiving ~~assets~~proceeds orof ~~liquidate~~$2,443,684 ~~sufficient~~for ~~investment~~the ~~securities~~nine inmonths aended ~~timely~~December ~~manner~~31, 2021.

An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the 1940 Act. One such exclusion, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We will take actions to cause the investment securities held by us to be less than 40% of our total assets and will continue to evaluate feasible actions towards this end, which may include acquiring assets with our cash on hand, from operations, consummating a significant merger/acquisition transaction, or liquidating our investment securities. We also may seek a no-action letter from the SEC if we are unable to acquire sufficient non-securities assets or liquidate sufficient investment securities in a timely manner.

As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

Classification as an investment company under the 1940 Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the 1940 Act regime. The cost of such compliance would result in the Company incurring substantial additional expenses and could result in the complete cessation of our operations, and the failure to register if required would have a materially adverse impact to conduct our operations.

Risks relating to our exposure to equity securities of other companies in which we are currently invested.

We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities; however, the Company has purchased securities of certain publicly traded and privately held companies, as well as purchasing call options of certain publicly traded securities, and continue to hold a number of the securities obtained as part of such transactions, primarily in the form of equity or equity derivative securities. These investments carry risk of partial or total loss, as with any such investment of this kind, and we could lose all or some of the cash we have utilized in making such investments. For the nine-month period ended December 31, 2021, we have a realized gain of $1,233,525 on the investment securities and transactions undertaken by us, as set forth in this periodic report. We generally monitor the Company’s investments to keep abreast of ~~the~~ the investments and positions, but do not portend to actively trade in these securities and we do not have broker-dealers daily monitoring our investments to take positions in the event of market swings or fluctuations, whether on the upside or downside; hence, these investments bear certain risks of loss or failure to attain maximum gain.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the ~~six~~nine months ended ~~September~~December 3031, 2021, the Company issued 712,~~512~~712,500 shares for services rendered ($0.~~0395~~039. to $0.129 per share).

Subsequent to September 30, 2021, the Company issued additional shares of common stock as follows: (i) 5,200,0000 shares under consulting agreements and (ii) 2,500,000 shares of restricted common stock to Dr. David Wolizky, Director for services rendered upon his resignation from the board of directors; and (iii) 3,487,000 commitment shares associated with the issuance of notes payable. credited investors for proceeds totaling $168,000 ($0.04/per share).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5. OTHER INFORMATION.

None

1817

ITEM 6. EXHIBITS.

Exhibit Number		Description
4.1		Form of Tauriga Security Purchase Agreement offered to accredited investors for private placement filed on Form 10-Q on August 16, 2021
4.2		~~Securities~~Security Purchase ~~Agreement~~agreement with GSMBS ~~Capital~~GLOEQ ~~Partners,~~CORP ~~LLC~~ dated ~~August~~October 2511, 2021
4.3		Securities Purchase Agreement with SE Holdings dated August 6, 2021 filed on Form 10-Q filed August 16, 2021
10.1		Convertible note with MBS GLOEQ CORP dated October 11, 2021 in the amount of $85,000 filed on Form 10-Q on November 15, 2021
4.4 4.5		Securities Purchase Agreement with MBS GLOEQ Corp dated October 11, 2021 Securities Purchase Agreement with Jefferson Street Capital LLC dates September 20, 2021
10.1		Inventory Financing Promissory Note with MBS GLOEQ Corp dated October 11, 2021
10.2		Inventory Financing Promissory Note with Jefferson Street Capital LLC dated September 20, 2021
10.3		Convertible Redeemable Note with GS Capital Partners, LLC dated August 25, 2021
10.4		Promissory Note with SE Holdings for $115,000 dated August 6, 2021 filed on Form 10-Q August 16, 2021
Exhibit 31.1		Certification of Chief Executive Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2		Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1		Certification of Principal Executive Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
Exhibit 32.2		Certification of Principal Accounting Officer of Tauriga Sciences, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Exhibit 101

101.INS		- Inline XBRL Instance Document

101.SCH		- Inline XBRL Taxonomy Extension Schema Document

101.CAL		- Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		- Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		- Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		- Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TAURIGA SCIENCES, INC. (Registrant)
Date: November 15, 2021	By:	/s/ Seth M. Shaw
Date: February 16, 2022	By:	/s/ Seth M. Shaw
		Seth M. Shaw
		Chief Executive Officer
	By:	/s/ Kevin P. Lacey
		Kevin P. Lacey
		Chief Financial Officer

2119

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