Friday, April 08, 2016 5:31:59 PM
Why am I not surprised?
Its okay...
We can never get straight answers out of Mr. BSeth either
I'll go further, and ask you to explain a couple of things (related to TAUG) that happened right out of the gate,
after Seth's resumption of the CEO position in July.
1. Notice this filing
http://www.sec.gov/Archives/edgar/data/1142790/000149315215003014/0001493152-15-003014-index.htm
and this filing
http://www.sec.gov/Archives/edgar/data/1142790/000149315215003021/def14a.htm
the 14A, occured the same day.
The first filing (the 8K), includes these items...
"Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item 9.01: Financial Statements and Exhibits"
Explain to me why this item was NOT in the 8K, and was ONLY found in the 14A.
"Group 10 Holdings Convertible Note Financing
On July 14, 2015, the Company entered into a Convertible Debenture with Group 10 Holdings, LLC (“Group 10”) in the principal amount of $96,000 with a maturity date of July 14, 2016 (the “Group 10 Note”). The Company received gross proceeds of $80,000 under the Group Note. The proceeds from the Group 10 Note were used for the payment under the Final Settlement Agreement. The Company granted Group 10 15,000,000 commitment shares of common stock in consideration of the Group 10 Note.
Pursuant to the terms of the Group 10 Note, at any time Group 10 may convert any principal and interest due to it at the lesser of (a) 40% discount to the lowest closing bid price of the common stock for the twenty trading days prior to the conversion notice or (b) $0.005. Additionally, the discounts will be adjusted on a ratchet basis in the event the Company offers a more favorable discount rate or look-back period to a third party during the term of the Group 10 Note.
The Company may prepay the amounts under the Group 10 Note as follows: (i) if prepaid within thirty days, the Company must pay a 25% premium on all principal and interest outstanding, (ii) if prepaid after thirty days but before the one hundred and seventy-nine day, the Company must pay a 35% premium on all principal and interest outstanding and (ii) if prepaid after one hundred and seventy-nine days but before the one hundred and eighty day, the Company must pay a 45% premium on all principal and interest outstanding.
The Company agreed to reserve 200,000,000 shares of its common stock to satisfy its obligations under the Group 10 Note. This reserve will be increased to three times the number of share of common stock upon the approval of the Company’s stockholders of an increase in the number of authorized shares of common stock.
Based on the Company’s closing stock price of $0.0047 on July 13, 2015 and the 40% discount, the Company would be required to issue an additional 34,042,553 shares of its common stock under the Group 10 Note. If the Company’s stock price continues to fall, this amount will increase, perhaps substantially and cause additional significant dilution."
I REALLY doubt that MOST investors read through every item in a Proxy...especially if they already read the PRE DEF14A,
and/or are expecting CERTAIN items...like
"Item 1.01: Entry into a Material Definitive Agreement
Item 3.02: Unregistered Sales of Equity Securities"
to show up in 8k's!
TELL ME WHY the Group 10 Note never made it into the 8K filed the VERY SAME DAY (no additional cost).
As a side note, because it was just in the 14A, we never had the actual note in an exhibit either...
"100% transparent"???
2. The vote was set for the 27th.
Seth has CLAIMED repeatedly, that TAUG was clueless about the Cowan mess until "July 23rd"...
We have no way of KNOWING if this is true or false...we are just supposed to accept it.
Note that the 23rd IS before the 27th...
Note that while the SEC gives company's "4 days" to file "material events", that there is nothing to preclude them from filing the information earlier...say on Friday July 24th.
Or AT LEAST by Monday the 27th, so the SHAREholders could have this information available.
DID IT HAPPEN?
NOPE!
In Fact...WHEN DID the SHAREholders learn the WHOLE TRUTH???
Was it in THIS?
http://finance.yahoo.com/news/tauriga-sciences-inc-granted-7-204955800.html
July 29th?
NOPE!
It was July 31st!
http://finance.yahoo.com/news/tauriga-sciences-inc-comments-status-120000855.html
Of course, THOSE were just PR's, not SEC filings...
the actual 8k
http://www.sec.gov/Archives/edgar/data/1142790/000149315215003352/0001493152-15-003352-index.htm
"Date of Report (Date of earliest event reported): July 29, 2015"
was filed August 4th!
"100% tansparent"???
3. Here is another wording discrepancy...
Notice in the Group 10 Note above...
"On July 14, 2015, the Company entered into a Convertible Debenture with Group 10 Holdings, LLC (“Group 10”) in the principal amount of $96,000 with a maturity date of July 14, 2016 (the “Group 10 Note”). The Company received gross proceeds of $80,000 under the Group Note. The proceeds from the Group 10 Note were used for the payment under the Final Settlement Agreement."
But wait...we were told the "final settlement" was done awhile before this.
When I questioned this line?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=116013742
As for the $80,000 investment that is being referenced, there is no correlation between that and anything having to do with Typenex. To makes this point abundantly clear, the Company wired $230,000 USD to Typenex in early June 2015 to satisfy all obligations under the January 2015 settlement agreement between Typenex and Tauriga. The wire from Group 10 Holdings was received in mid July 2015, a month and a half later. Clearly this $80,000 was NOT used to pay Typenex.
My reply
I have ASKED repeatedly for this to be explained...and you STILL basically ignored the issue...
Quote:
Clearly this $80,000 was NOT used to pay Typenex.
CLEARLY? HOW IS THAT CLEAR???
It was not for Typenex? GREAT...BUT THEN WHAT "FINAL SETTLEMENT" WAS IT FOR???
IS THERE ANOTHER "FINAL SETTLEMENT" THAT THE SHAREHOLDERS ARE NOT AWARE OF???
Because I am only aware of ONE "final settlement"...Typenex...
WHAT DID I MISS???
I'm not making this wording up...ITS COMES DIRECTLY FROM YOUR FILING!!!
http://www.sec.gov/Archives/edgar/data/1142790/000149315215003021/def14a.htm
"On July 14, 2015, the Company entered into a Convertible Debenture with Group 10 Holdings, LLC (“Group 10”) in the principal amount of $96,000 with a maturity date of July 14, 2016 (the “Group 10 Note”). The Company received gross proceeds of $80,000 under the Group Note. The proceeds from the Group 10 Note were used for the payment under the Final Settlement Agreement. The Company granted Group 10 15,000,000 commitment shares of common stock in consideration of the Group 10 Note."
You come here and say it was not for Typenex...but completely fail to explain the wording in the filing...
OR why it was not in the 8K...filed the very same day (7/17) as the filing it DID appear in (the DEF 14A 7/17)!
"100% transparent"???
Just my opinion, of course, but Mr. BSeth is as transparent as mud.
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