Replies to post #32002 on Tauriga Sciences Inc (fka TAUG)

[plutoniumimplosion]

I am just wondering then TJG, how did the millions and millions of shares get issued, including those shares issued to you personally, and how did that money at TAUG get borrowed if the Board didn't approve the issuances?

[diannedawn]

So you admit that shares were flying out the door with NO board approval?

LoL
I'm not sure that helps TAUG...but Thanks!

You see the claim is not just that KB was not invited to any meetings...

TAUG used to have professional management. But now that's the crux of the problem isn't it? You have shares issued throughout the quarter and a former director claiming that there were no Board Meetings noticed nor were there Unanimous Consent of Directors forms distributed for signature. Yet hundreds of millions of shares were issued during the former director's tenure, money was borrowed, a 10K and a 10Q were filed. These are all things that require Board approval (stock, borrowings) or consent (10Q, 10K). Yet the record is void. All of these actions then are illegal actions.

From Florida's BUSINESS CORPORATION ACT
Section 607.0621
Issuance of shares.
—
(2) The board of directors may authorize shares to be issued for consideration consisting of any
tangible or intangible property or benefit to the
corporation, including cash, promissory notes,
services performed, promises to perform services
evidenced by a written contract, or other securities of the corporation.
(3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
http://form.sunbiz.org/pdf/607_Booklet.pdf


There are other considerations in terms of what the by-laws require for notice, for a quorum and what constitutes a majority, but based on the above an Officer can't issue shares without prior approval from the Board.

Poor widdle Sethie seems to be getting himself in hot water...
First with the baloney that occurred at BVAP
and now this?
No wonder he decided to take a trip abroad...

ROTFLMAO

[loanranger]

Appreciate the response. It's always good to hear from someone who can be readily identified as being involved a situation....there's an accountability that one doesn't get from the average poster (like me).
I hope you noted that the quote of mine that you provided began with the word "IF". The contention that board meetings may have been held illegally without proper notice to Mr. Berman was not mine.

I hope you continue to provide your perspective, clarifying anything that you feel requires clarification.

GL.