NEW YORK, N.Y. — Ascentia Biomedical Corporation (“Ascentia”) (OTC Pink Sheets: ASCE) today announced that, effective November 28, 2006, it has completed the acquisition of all the outstanding common stock of Fortress Technology Systems, Inc. (“Fortress”), pursuant to a share exchange agreement. Ascentia acquired all of the outstanding shares of Fortress common and preferred stock in exchange for 254,531,004 shares of Ascentia common stock and 8,000,000 shares of Ascentia Series A Preferred Stock.
Ascentia’s common stock and preferred stock were issued to the five Fortress shareholders in a private transaction pursuant to Rule 506 under the Securities Act of 1933.
In connection with the acquisition, effective December 4th, 2006, Ascentia changed its name to Duncan Technology Group (“Duncan”) and the Board of Directors appointed Alex Clug, Richard Berman and Steve Ross as directors. In addition, effective December 4th, 2006, Duncan’s board of directors appointed Alex Clug to serve as Duncan’s President and Chief Executive Officer.
Effective as of November 28, 2006, Jerry L. Smith and James A. Clagett resigned from Ascentia’s board of directors and James A. Clagett resigned as President and Secretary and Ronald Scott Chaykin resigned as Chief Financial Officer and Treasurer of Ascentia.
Forward-looking Statements: “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This press release contains or may contain forward-looking statements such as statements regarding the Company’s growth and profitability, growth strategy, liquidity and access to public markets, operating expense reduction, and trends in the industry in which the Company operates. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in risks, uncertainties or assumptions underlying or affecting such statements, or for prospective events that may have a retroactive effect.
More information: Emily Seville, of Duncan Technology Group, +1-212-581-5150
[tags]Duncan Technology Group, Ascentia Biomedical Corporation, OTC ASCE[/tags]
