M&A business
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Absolutly not but mistakes in 10Qs are common and the reason for this is that they do not have to be audited. Only the 10K. Plenty of Nyse companies even admitt this during calls with analysts.
But then, it is rather a nice amount in favour of DECN, I love it. Maybe another Company in Need would have issued a Statement that there was an error in their favour only to get the Applause of the shareholders. They do not Need this.
And as a remainder, we went trough this subject already many times.
Just in case:
The $ 230.000 was in favour of DECN or roughly 0.007 per share.
Not bad at all IN FAVOUR OF DECN.
But then, 10Qs do not have to be audited (SEC rule) only 10K's have to be audited. So this adjustment IN FAVOUR OF DECN" will be corrected once we get the audited 10 K filing.
From the Intellectual Property Magazine.
For all those new in the DECN case a must read as it explains in Detail why Life-Scan lost (J&J) against Sashta (DECN)
It is a 2 page article about the case Life-Scan versus Sashta and appeared in the Intellectual Property Magazine in May 2014 and edited by the author:
Susan Pan is a partner at Sughrue Mion in
Washington, DC. She specialises in patent
matters in the electrical and electronic arts.
Her practice includes patent prosecution,
litigation and opinion counseling.
http://www.sughrue.com/files/Publication/e2102668-3eea-4779-a633-7f1e6fb30230/Presentation/PublicationAttachment/8c039f86-839c-40f0-a1ef-80c0f7be1b16/90003000SuanPanMay2014.pdf
Thanks very informative.
Blackstone at least is pleased about the Situation.
http://dealbook.nytimes.com/2014/12/11/stephen-schwarzman-sees-opportunities-in-energy/?_r=1
Found this today in an UK Forum.
It is a 2 page article about the case Life-Scan versus Sashta and appeared in the Intellectual Property Magazine in May 2014 and edited by the author:
Susan Pan is a partner at Sughrue Mion in
Washington, DC. She specialises in patent
matters in the electrical and electronic arts.
Her practice includes patent prosecution,
litigation and opinion counseling.
For all those new in the DECN case a must read as it explains in Detail why Life-Scan lost (J&J) against Sashta (DECN)
http://www.sughrue.com/files/Publication/e2102668-3eea-4779-a633-7f1e6fb30230/Presentation/PublicationAttachment/8c039f86-839c-40f0-a1ef-80c0f7be1b16/90003000SuanPanMay2014.pdf
Thanks for this
Neither does Nestle.
I could tell you why somebody takes an Agent but the this would open the door for endless debates.
But again to explain the meaning of Domestic and Foreign:
Domestic means that this entity is Domiciled in Delaware (Nestle) or Nevada (DECN(
Foreign means that this entity is domiciled in another jurisdiction but registered/qualified to do business in Delaware(Nestle) or Nevada (DECN)
In legal Terms: The home state where the entity resides. But entity or Body is not the pysical presence like the Office.
Everybody knows this when studying the tax-heavens of companies and why there is difference between the physical Body and the corporation Body.
Well to end this debate: Nestle is one of the largest companies in the world based in Switzerland Vevey.
Registered in the State of Delaware and as you can see "Domestic"
and they have as well an Agent. And if Nestle as a foreign Company can be registered as DOMESTIC I would then assume, the same Registration fits for DECN as explained in another post.
As a matter of fact, you would not Need an Agent it is as I mentioned before like Cloud computing; You dont Need it but you never know.
If it does not matter, then at least post the "clear wording" from the Nevada Register.
As you copied in: NRS 80.060 Requirement: Every Foreign Corporation.
Please send a copy where it says: Every domestic corporation.
There is only one Problem. DECN is not a foreign Company, it is a domestic Company.
In legal Terms: The home state where the entity resides. But entity or Body is not the pysical presence like the Office.
Everybody knows this when studying the tax-heavens of companies and why there is difference between the physical Body and the corporation Body.
For Starters: It is very very simple.
Domestic means that this entity is Domiciled in Delaware (Nestle) or Nevada (DECN(
Foreign means that this entity is domiciled in another jurisdiction but registered/qualified to do business in Delaware(Nestle) or Nevada (DECN)
Again, the Registration of NESTLE- - this says all.
https://delecorp.delaware.gov/tin/controller
Now based on this Definition, please explain, what Kind of Business then Nestle would do in Delaware or DECN in Nevada.
I agree with you, to get funds and other Boys attracted they Need to be en - current. It is actually that Corporate Governance requests this.
I took the opportunity to talk to the Company with reference to this subject and of course they would prefer as well, that such a Situation would not exist, but you cannot turn the clock back. Based on the way it stands: Everything: the 10 K and 10Q will all be out at the latest of end of January. What I cannot tell you, if the 10K for 2013 Comes before and the the 10Qs for 2014.
The reason: The new Auditor insisted to re-audit the 2011-2012 although the latest 10K covers the period 2012 however in the 10K for the period of 2013 the 2012 is of course an integrated part. So as a matter of fact dual-work or twice done. They are almost done with 2013 which of course is the must to cover for moving over to the 2014 period with the 10Q's which is easier as they do not have to be audited like the 10K.
I am more interested in the outcome of DECN versus J&J and I guess so is the rest.
This Agent or I guess a new Agent will in due time Report his new home address. It is not so much of importance.
Similar to Guernsey or other tax heavens where you have to Chose a so-called mail-box Agent. Can sometimes take months if they Change adressess or a new mail - box Agent. The Position of the Agent is not that important it is actually the arm who Forwards certain correspondence that is send to him, but then as everybody knows, the original goes to the main address and only the copy to him. Actually like a with cloud computing.
I have 2 corporations there and I know the rules. This is first Hand experience and the same is valid in Delaware as well.
The Agent has to inform the registrar not visa versa.
Alydir: Why DECN should have ignored something?
It is the Agent who has to inform the Nevada Register in case he moved to a new Office not the Company.
But then this is common knowledge.
Seems to me that PCAOB sees it differently in a review paper.
Details
Cowan, Gunteski and Co., P.A. 401k and Profit Sharing Plan has $3,992,137 net assets end of year, which is one of the highest of all 401k plans.
ONE OF THE HIGHEST.
And it comes even better:
2014 Best Places to Work in NJ!
Over 700 people gathered at the Hyatt Regency in New Brunswick to celebrate the Best Places to Work in New Jersey. Guests cheered as we honored each Company. LIST NOT COMPLETE
Marathon Data Systems
Sparta Systems, Inc.
Phillip Jeffries
Cowan, Gunteski & Co., P.A.
And what is this: SEE at the end.
Daniel Hood
Managing Editor
Accounting Today
212.803-8858
Best Accounting Firms
(alphabetical order, no ranking)/(NOT SHOWN ALL)
§ Citrin Cooperman & Co.
§ Clifton Gunderson LLP
§ Cohen & Company
§ Cowan, Gunteski & Co., P.A.
Seems to me, Cowan,Gunteski has some good Standing, but then with such People on board, no surprise. Look at their Education BIO's
http://www.cgteam.com/team
If you feel the right Person to grade CG and the Team with excellent CV's and brand them as: the least expericened PCAOB firms, I would then suggest you tell them straight in their face of what you think of them.
http://www.cgteam.com/team
Point Nr. 1
On Hold because of the AGENT. Has nothing to do with DECN
Point Nr. 2
CG an excellent accounting firm, making DECN fit for the future. Takes a while as we know. Nobody can blame DECN for having had an Auditor who was Close to lose the licence.
They way you present it could make sense.
But then the pressrelease is totaly wrong.
1.44 billion shares of MYEC stock representing approximately 35 percent of the total issued and outstanding stock and 51 percent of the public float.
1.44 Billion 35 % equal O/S 4.1 Billion
1.44 Billion 51 % equal Float 2.8 Billion
I think then, the Company should issue a new presrelease to clarify the exact Position. If such Kind of mistakes happen when you announce a Law-Suit then you must allow the question being asked, how can they be in control of a sharecount when it already goes wrong with a pressrelease.
Ok 1.8 Billion, from where do you see this and if you are correct (and I assume you are) how then MYEC reported to the SEC 1.1 Billion.
I mean you Report the CEDE and the CEDE Shows 1.1 Billion not 1.8 Billion.
But if CEDE doesn't have it, then they cannot have been sold or better said in the Float.
Thanks for this but then the confusion is absolut. If 300 Mio were sold I assume it was done during the last 6 months, but in February they reported 1.032 Float. Then you agree with me, the float would have to be higher and what about the rest:
550 Mio we know - not in the Float
but then again the some number would be hold by somebody, and why are they then not mentioned like Titan and Co?
I will put it that way. If the Shares issued to whomever can Show evidence that they paid for in the year xxxxx and converted those small loans into Shares and then later on assigned them to other parties MYEC will have a Problem.
If those 2 big shareholders really would Held Shares above 5 % (reporting Obligation) then they really must be stupid. They could have stripped those certificates and sold, step by step. Why Holding them and knowing that something is wrong?
Remember when Ed Starr sold (filed) 1 Billion Shares to MYEC for $ 10.000.-- when at that time the value actually would have been $ 2 Mio, then you turn the table and you can say, oh somebody at a certain Point gave 15.000 and got Shares and another gave 3.000 and got Shares and so on.
If the correct O/S is 4.1 Billion, then let's start that way.
O/S 4.1 Billion
E.S 1.9 Billion
Float 1.1 Billion
________________________
Shares O/S ex Position E.S. and Float: total 1.1 billion
In September 2014 they filed for the issuance of 400 Mio Shares.
So if those are not in the Float then they are part of the 1.1 Billion issued but not in the Float, would give 700 Mio not in the Float. And from this 700 Mio then we have 550 Mio they cannot be in the Float because based on the filing Titan and Seven Miles were not CEDE, so we are left with 150 Mio shs O/S but not in the Float, and they sue for 1.4 Billion. 1.4 Billion minus 550 = 850 Mio would the be part of the float and as we have 1.1 Mio Float only 250 Mio would be accurate? And if the 400 Mio in September issued are not in the reported figues, then the net Float would be 650 Mio?
I do not get this. Either the O/S is wrong by 1.4 Billion then somebody has a Problem, or the O/S is 4.1 Billion and then I cannot see the Problem.
Is see your Point with reference to a short-squeeze if it would be as reported.
But here you have to admitt, if this all goes back to 2012 and 2013 how is it possible not to have known.
Issued Shares are visible on the Novo List. Issued Shares are visible on the DTC list. Ok Myec was not DTC eligible for a Long time so this may be an excuse, but then you have an accounting from the Transfer Agent.
And when MYEC filed those 2 big shareholders like Titan and and Seven Miles Securities their accountant must have known (a trace) why they Report those Shares. Then we have CEDE and CEDE Shows 1.1 Billion shs. This are the Shares which you take as Float. So based on the filing, the float was accurate, but if the Float was accurate how could it then be, that a package of Shares were sold by Scottsdale as a matter of fact 300 Mio, but if 300 Mio were sold, why the CEDE Shows not 1.4 Billion.
Something is not right here, believe me. It is chaos and pure chaos.
Where is the difference:
SPNG reported 730 Mio but had 3 Billion O/S
MYEC reported 4,1 Billion but then actually would have 5.5 Billion if the lawsuit is correct.
Both as a matter of fact exceed the reported O/S
I covered Long before, because shorting those Kind of stocks is rather expensive but I had a nice return.
So I am flat.
But I can see your Point based on the lawsuit that some of those Shares would have to be covered. But then this was the same Story with Spongetech and there the difference between the reported O/S of 750 Mio and actually then outstanding was 2.4 Billion. Well the shortcovering never came on the contrary.
What I cannot see here: If a TA issues Shares, this is one Thing. But then when you deposit those Shares with your Broker then they will not relase those Shares before not having had a clear legal opinion on one Hand and a clear evidence why they got those Shares. As it happens a lot of times, the right for the Shares can Change if the real holder assigned them to a third Party but this is the Kind of CV today asked from every compliance department. And how is it possible, that MYEC showed in their filings 2 of the names they now sued with Holdings above 6 % each. If you see this and file this, then you must know the reason for it. If they knew it then, why sue now.
In most of the cases, such a lawsuit killed a Company. Why: You lose trust in a Company who is not in control of the sharecount, which from my Point of view is hard to understand with Novo Lists, DTC list and more.
But it goes further: If this is true, then those supply depressed the stock. Right? So somebody took Advantage of it and was able to buy cheap. But then somebody could now make a class Action suit against MYEC for being negligent and based on this they did not sell when the stock was high or that they paid too much as they did not know this oversupply.
It ain't over until it is over.
Lawsuit.
Such a lawsuit is never good for shareholders as it could actually shut down the Company.
Breaking down what it says:
Now look at the difference. Based on the report to the OTC they report on September 30, 2014 the 4.1 Mio issued and outstanding (that fits) but the float they never adjusted. There the last report is 1.032 Billion however based on the Lawsuit the Float is 2.8 Billion, this is a difference of 1.8 Billion shares. As on September 2014 they issued 400 Mio shares then we would add this to the Float from 1.032 Billion plus 400 Mio = 1.432 Billion versus the 2.8 Billion which gives exactly a difference of 1.4 billion.
Somebody want's to tell me, that a Float increase of 1.4 Billion was not seen. I mean a Company has a NOVO list and a Company has Access to the DTC list, which clearly shows what is going on.
And then the Transfer Agent: Based on the law suit: if 1.4 Billion too many Shares are in circulation the outstanding would then be 5.5 Billion but this would exceed the authorized. Why on earth should a TA then legitimate the issuance of those Shares and why did the Company not react when a DTC list showed a divergence between what should be and what should not be.
It happend before with a Company called Spongetech and this was the end. The SEC put out a Wells Notice and Sponge stopped trading for a while. When the mess then became obious, the stock actually left the Party at Zero.
Please Keep in mind, in some of my later Posts when I converted from a Bull to a Baer I mentioned that the Shares-Count is not accurate, that something is not right and I mentioned as well, that MYEC actually has nothing, because the patent is owned by Ed Starrs. If this get's messy, MYEC will be gone and Ed Starr will start new because he owns the patent.
Just Keep all this in mind.
Let's try to work out a target - base.
To put a possible value on DECN the best is going forward step by step.
1.) The estimated size according to Global Data: the entire monitoring market will reach $12.2 billion by the year 2017. As a point of reference, in 2010, the test strips themselves accounted for close to 90% of the total market value. Therefore, over $11 billion will be up for grabs in 2017 on the sale of test strips alone.
2.) According to a report compiled by industry and Roche analysts; Roche controls 29.1% of the blood glucose market, Lifescan 26.5% (Lifescan is owned by Johnson and Johnson, JNJ), Bayer (OTCPK:BAYRY) 14.6%, Abbott (NYSE:ABT) 14.6%, and all others 15.2%. In order for one of these companies to gain momentum in developing countries it is necessary for them to drive down price points and to offer a more affordable option.
3.) Which way will DECN take to penetrate the market? This is up to the management of course, but besides selling directly through the “growing” online channels, the will sell through the know Retailers and they as well will negotiate with interested parties that will sell then under a private label brand.
Taking the 2017 market size of 11 billion and the 26.5 % market share from Lifescan we are talking about a direct potential of 3 Billion under control of Lifescan (J&J) It is obvious that DECN would target those clientele. But the question is: What is probable and what is possible. As one wrote in an UK Forum, 10 % for Lifescans market share would be a non-brainer and I give credibility to this voice as it must be an Ex Janssen guy who understands the market mechanism.
So if we leave the 10 % as given we talk about 300 Mio Revenue but for sure to buck would not stop here as DECN could as well expand into other territories and as well offer – besides strips – something else. We should not forget, that DECN if blessed with funds from the J&J case would be in a position to act debt free and therefore create enough velocity to expand rather rapidly.
But all this kind of speculation has attached so many if’s and when’s that it would be wise to concentrate on the obvious one, the 10 % or the 300 Mio Revenue Base. If reached – and markets have a tendency to visualise certain targets long before actually reached, DECN could fetch a market Cap of $ 450 Mio (1.5 times sales or 15 times net profits if I keep 10 % for this item)
Then we have to come back to the O/S question. If and when DECN can count the money from J&J then it is clear the dilution party is over. No need for further issuing shares as they could refinance themselves easily and even start a buy-back program.
So based on my model: DECN with 60 Mio O/S once everything is over and 450 Mio capitalisation would be equal to $ 7.50 per share.
If and when DECN has enough cash in their Treasury to finance their pipeline, they could use part of the surplus to repurchase shares (like Apple and others are doing because there is no better use for their surpluses) This of course would then throw the mentioned stock price target over board. The question is: What does DECN want in 3 years. I would say, the management is not that young anymore to stay on board for xx years and this of course could then mean, that a well driven and cash rich DECN could become a very attractive bright for some.
Having said all this: From my point-of-view, DECN offers (once the J&J case is out of the way once and forever) a very very substantial upside. Whatever will be paid into the Treasury will be considered Cash per share. Figures are ranging between $ 12.5 Mio but then up to $ 120 Mio if all is figured in. My take is, that we are going to end up with at least $ 1.—in Cash and from there on the party will begin and the market will start to figure in the possible revenue base within 3 years.
For every market student going back 50 years the saying goes: Gee why wasn’t I around when this stock was cheap. Well I will tell you, some would not have bought it because at that time nothing was perfect and to many if’s and when’s. And so it happens every day: We see something and despite we are in a position to make a cross-analysis and can see the potential even if we attach a 90 % discount to the market potential, we quarrel about this and about that and then walk away. But this is not the stock market. A cheap stock presents something the majority cannot see or doesn’t want to see and from my point of view, it is good so otherwise everything would be priced at perfection and then nothing is left on the upside.
Conclusion: It is obsolete to dream of targets but it is right to figure out a high probability of price within the next 3 years and $ 7.50 is certainly not that speculative then.
A final note: Nobody from us knows what Kind of Settlement will take place; in Dollar Terms speaking. There are various possibilities. But of importance is, that enough Money is in Play to make DECN an outperformer in 2015.
Cannot see your Point.
Those who acted on December 5th 2012 are up 100 % those are the Facts.
Of course one could have sold later and rebought but then we are talking about swing or seasonal trades . I prefer with certain stocks the Warren Buffett wisdom: Buy - and ignore the tape. Either one is convinced of a positive outcome and then one stays with it or one leaves the Party or better said, should never have entered the Party.
The stockmarket is not a honeymoon Lounge.
Well we can post here Charts from every month but as I wrote: The entry Point was DEC. 5th 2012 when the got clearance. Not before and not after.
This is what Counts for me the start.
As a matter of fact, DECN bulls do not have to justify themselves, neither the Management from DECN.
As shown here with the various statistic-charts.
DECN has beaten all important Indexes by far. Up 100 % since the FDA issued the clearance letter.
If this is not a super Performance, what is it then?
And since then, the have beaten J&J in court 3 times. Well, one cannot predict everything on target, but they are on their way to get the recognition they deserve.
I look Forward to it.
And where do you see any Problems? Why should DECN have Problems with the SEC? For late filings?
I guess the staff of lawyers, that is around them and advising them in the litigation versus J&J is as well advising them about the rest.
For me, this is all what Counts.
I wrote: the fair entry Point was then, when on December 5th. 2012 the FDA issued the Clearance letter.
This was the day, not before and not afterwards. If I decide to buy a Story - stock, I react to the day, when it becomes defintive a Story stock and this was December 5h 2012 and for this reason the Performance has to start there.
I hope he earns good Money.
Performance as mailed today:
Since December 2012 when the FDA issued the Clearance letter up 100 %
With that, DECN outperformed every Index.
Pharma-Tech is not a public Company. And as in any other Business, those running or being responsible for a subsidiary have every legal right to draw a salary. Would be new in the Business world working for free. As a matter of fact it is the same when a CEO running a Multi and getting paid millions is on the advisory board of a Company that is controlled by the Multi, get's a Consulting Bonus.
Why should DECN or Pharma Tech or whatever be different.
While we wait what is ahead for DECN I thought this may be of interest for the DECN bulls.
Barrons under the rubric getting technical issued some charts today and how the markets were performing in the second quarter of 2014. The Title: The charts don’t believe in the Santa Claus Rally.
To be sure: The S&P 500 is the most important Index as versus this one every other index is measured. Either you beat them or you will fall back on the list of the top performers.
Now always keen to see how DECN did in this period, versus the S&P 500 and S&P Mid Cap and of course the S&P 600 Small cap, DECN again took the gold pot home. We DECN bulls should be proud of: 69 % OVER THE LAST 6 MONTHS.
But being aware that not everybody is a bull, I thought then, for all fairness, we should as well consult a chart how DECN performed over the last 2 years or better said, starting at the day when the DECN story unfolded: 5 TH December 2012 the FDA granted DECN the Clearance letter.
Everybody will agree: This is the most fair time span to consume – as the DECN story started at this date.
And what do we get: UP 100 % AND BY DOING SO, AGAIN, HAS BEATEN ALL INDEXES WORTHWILE TO CONSULT.