0001354488-13-002914.txt : 20130516 0001354488-13-002914.hdr.sgml : 20130516 20130515173207 ACCESSION NUMBER: 0001354488-13-002914 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130510 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130516 DATE AS OF CHANGE: 20130515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAURIGA SCIENCES, INC. CENTRAL INDEX KEY: 0001142790 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 651102237 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53723 FILM NUMBER: 13848774 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD CITY: DANBURY STATE: CT ZIP: 06180 BUSINESS PHONE: 917-796-9926 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD CITY: DANBURY STATE: CT ZIP: 06180 FORMER COMPANY: FORMER CONFORMED NAME: Immunovative, Inc. DATE OF NAME CHANGE: 20120503 FORMER COMPANY: FORMER CONFORMED NAME: Novo Energies Corp DATE OF NAME CHANGE: 20090626 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC WINE AGENCIES INC DATE OF NAME CHANGE: 20040622 8-K 1 taug_8k.htm CURRENT REPORT taug_8k.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
May 10, 2013
 
Commission File #: 000-53723
 
TAURIGA SCIENCES, INC.
 
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)

65-1102237
(IRS Employer Identification Number)

39 Old Ridgebury Road
Danbury, Connecticut 06180
  (Address of principal US executive offices)

 Tel: (917) 796-9926
(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 


 
 
 
 
 
ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On May 10, 2013, Michael Wolff was appointed as a member of the Board of Directors of Tauriga Sciences, Inc. (the “Company”).  Mr. Wolff has not been appointed to any committees of the Board of Directors as of the date of this filing.

Mr. Wolff is a partner at New York based Eisner Amper, one of the largest accounting firms in the nation with nearly 1,300 employees, including 180 partners. The firm is PCAOB-registered and provides public companies with audit, tax, internal audit, pension audit, executive compensation review and a variety of other services.
 
Mr. Wolff spent five years as President of InteleTravel International, an organization he co-founded, where he capitalized on his knowledge of travel industry management and organizational effectiveness to create a revolutionary travel agency concept providing a totally new distribution channel for travel.  Previously, he was President of Productivity and Profit Improvement Associates, an international organization of training and performance management consultants. He has been a Partner and Associate National Director of Client Services for Touche Ross & Co., and Retail Industry Manager and Sales and Marketing Manager for Control Data Corporation, holding a similar position with the IBM Service Bureau Company.
 
Mr. Wolff has been a consultant to many companies where he guided management teams with the development of their business and marketing plans, identified weaknesses in organizational structures and provided recommendations to strengthen their infrastructures.  As a proven leader and positive role model, he has designed and implemented many of the soft skill training and development programs within EisnerAmper University as well as customizing them for clients.
 
Mr. Wolff received his B.A. from New York University and has completed advanced programs in organization effectiveness at Harvard University.  He serves on the International Business Development Committee of PKF International.

Family Relationships
 
There are no family relationships between any of the Company’s directors or officers and Mr. Wolff.
 
Related Party Transactions
 
There are no related party transactions with respect to Mr. Wolff reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
 
Compensatory Arrangements
 
On May 10, 2013, Mr. Wolff was granted 3,250,000 shares of the Company’s common stock, par value $0.001.  All such shares are “restricted” as such term is defined by the Securities Act of 1933.  The Company has not entered into any other compensatory agreements or plan with Mr. Wolff.
 
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS.

           
Exhibit No.  Description
99.1
  Press release dated May 10, 2013
 
 
 
 
 
 
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 hereunto duly authorized.
 
 
TAURIGA SCIENCES, INC
 
       
Date: May 15, 2013
By:
/s/ Seth M. Shaw  
   
Seth M. Shaw
 
   
Chief Executive Officer
 
       
EX-99.1 2 taug_ex991.htm PRESS RELEASE taug_ex991.htm
EXHIBIT 99.1
 
Tauriga Sciences Inc. Appoints Mr. Michael Wolff as the Fifth Member of the Company's Board of Directors;  
Company's Board now Sarbanes-Oxley Compliant
 
New York, NY (05/13/2013)  –  Tauriga Sciences, Inc. (OTCQB:  TAUG) ("Tauriga" or the "Company"), a life sciences company creating a diversified portfolio of medical technology assets, has today announced the appointment of Mr. Michael Wolff ("Mr. Wolff") as the fifth member of the Company's Board of Directors ("Board").  Mr. Wolff will serve the Company as an independent member of the Board and will chair the Company's audit committee; one of the four recently established Board oversight committees. In his capacity as an independent director, Mr. Wolff will assist in the Company in further enhancing its corporate governance protocols and oversight committees, as well making his impressive rolodex available to management. With the appointment of Mr. Wolff as the Company's fifth Board member (third independent director), the Company has now become Sarbanes-Oxley ("SOX") compliant, with respect to the composition of its corporate Board.     
 
Below see Biography ("BIO") for Mr. Michael Wolff,  Age 67
 
Michael Wolff is a Principal in Marketing, bringing an extensive background in management consulting, organizational effectiveness, personal development, motivation and creativity. Currently Mr. Wolff is a partner at New York based Eisner Amper, one of the largest accounting firms in the nation with nearly 1,300 employees, including 180 partners. The firm is PCAOB-registered and provides public companies with audit, tax, internal audit, pension audit, executive compensation review and a variety of other services.
 
Michael spent five years as President of InteleTravel International, an organization he co-founded, where he capitalized on his knowledge of travel industry management and organizational effectiveness to create a revolutionary travel agency concept providing a totally new distribution channel for travel. Previously, he was President of Productivity and Profit Improvement Associates, an international organization of training and performance management consultants. He has been a Partner and Associate National Director of Client Services for Touche Ross & Co., and Retail Industry Manager and Sales and Marketing Manager for Control Data Corporation, holding a similar position with the IBM Service Bureau Company.
 
Michael has been a consultant to many companies where he guided management teams with the development of their business and marketing plans, identified weaknesses in organizational structures and provided recommendations to strengthen their infrastructures.  As a proven leader and positive role model, he has designed and implemented many of the soft skill training and development programs within EisnerAmper University as well as customizing them for clients.
 
Michael received his B.A. from New York University and has completed advanced programs in organization effectiveness at Harvard University.  He serves on the International Business Development Committee of PKF International. Tauriga's CEO Seth M. Shaw commented, "The Company is very excited to have attracted such an accomplished executive to its Board of Directors.  Mr. Wolff's experience in the fields of financial oversight and accounting will greatly strengthen our corporate profile.  In addition the Company has reached an important milestone by structuring a SOX compliant corporate Board." Newly appointed board member Michael Wolff stated, "I am pleased to join Tauriga's Board of Directors and eager to assist management as the Company grows into a success.  I am impressed with work ethic and energy of the management team and I strongly believe that the Company has a great opportunity to create shareholder value."
 
 
 
 
 
About Tauriga Sciences, Inc.:
Tauriga Sciences, Inc. is a life sciences company that focuses on proprietary biotherapeutics and diagnostics, novel medical devices and consumer healthcare. The mission of the Company is to acquire and build a diversified portfolio of medical technology assets that is capital efficient and of significant value to the shareholders. The Company's business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. The Company's new corporate website can be found at www.taurigasciences.com.
 
DISCLAIMER:
Forward-Looking Statements: Except for statements of historical fact, this news release contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission.
 
Contact:
Mr. Seth M. Shaw
Chairman & Chief Executive Officer
Tauriga Sciences, Inc.
www.taurigasciences.com
New York: +1-917-796-9926
Montreal: +1-514-840-3697
Email:  sshaw@tauriga.com