Now take a look at 2016 merger PR from Keith M Bermans company here at DECN.
July 01, 2016 09:20 ET
Decision Diagnostics Ends Plans and Communications With Tauriga Sciences, Inc. Concerning Possible Reverse Merger Transaction
LOS ANGELES, CA--(Marketwired - Jul 1, 2016) - Decision Diagnostics Corp. (OTC PINK: DECN), the manufacturer, quality plan administrator and the exclusive worldwide sales, service and regulatory processes agent for GenStrip™ 50 and the GenUltimate!™ glucose test strips, both designed to work with the market leading Johnson & Johnson's ("J&J") LifeScan OneTouch Ultra family of glucose testing meters, and the in-development GenSure!™ and GenChoice!™ glucose test strips targeted to the U.S. and/or developing world markets, today announced that Decision Diagnostics Corp., PharmaTech Solutions, Inc. (its subsidiary) and Keith Berman, PEO and CFO have formally severed all connection to and with Tauriga Sciences, Inc.
Keith Berman agreed to join the BOD of Tauriga Sciences on April 15, 2016 following consultation with the DECN board. Acceptance of the Board Director invitation from Tauriga was motivated by the prospect of executing an M&A Transaction and reverse merging into Tauriga; an offer that had been extended by the CEO of Tauriga Sciences.
As has been noted, Decision Diagnostic has been unable to properly file annual audited financial reports for 2014 and 2015 due to the incompetence and deceptions of its previously engaged auditing firm, LL Bradford and Co. ("Bradford"). Bradford's actions and misdeeds led to severe penalties, suspensions, fines and bans levied on it and its senior partners by the PCAOB, an agency of the U.S. SEC. Auditing firms that the company subsequently engaged have been unable to complete their audits due to the absent information that Bradford refused to convey, despite the PCAOB sanctions and the intervention of the Nevada State Board of Accountancy.
Tauriga Sciences, Inc. is a publicly traded corporation that exhibits no business activity, little revenue and no apparent product or service. DECN due diligence revealed Tauriga to effectively exist as a trading shell whose sole revenue objective appears to be limited to the prospect of a jury award from a successful prosecution of a lawsuit filed against its former auditor. Keith Berman was introduced to Tauriga by an investment banker. He became a member of the Tauriga BOD as a result of the offer made by the CEO Seth Shaw, to merge the companies. That alliance would have enabled DECN to satisfy all SEC dictates for becoming a fully compliant reporting corporation. In turn, that exercise would have created the financial foundation for uplisting DECN to the NASDAQ trading index; satisfying a long term goal of the DECN Board of Directors.
During the brief course of Mr. Berman's tenure with the Tauriga BOD, he became aware that the singular focus of the Tauriga CEO was the pursuit of their litigation. Additionally, it became increasingly apparent that a stipulation to any merger agreement execution was the expectation of DECN support and financial underwriting of that litigation.
During Mr. Berman's abbreviated membership on the Tauriga Board, Mr. Shaw consistently conveyed his conviction that the litigation would yield tens of millions of dollars in a guaranteed. DECN engaged attorneys specifically to review the viability of the lawsuit and to estimate any possible award. Mr. Berman was advised that any award would be unlikely to exceed $250,000 plus fees previously charged and paid to the accused accounting firm. However, despite best efforts to convey that message, Mr. Shaw could not be dissuaded. As a result, Mr. Berman submitted his resignation from the Taruiga Sciences, Inc. BOD on Thursday, June 23. Decision Diagnostics has abandoned any coordinated planning with Tauriga and has formally separated any connections.
Mr. Berman's formal resignation from the Board of Directors of Tauriga Sciences, Inc. was dated June 20, 2016 and is posted at www.decisiondiagnostics.com.
