M&A business
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all in exchange for $15,000,000 and a right of first refusal to purchase a Company franchise in Missouri City, TX
They are talking about Franchise in Missouri City - TX - and not the rest of the USA.
Study the concept of Manchester United. How many Franchising rights have they issued or Bayern Muenchen?
And with reference to the Name: Green is as common as Tepper, Cohen, Griffin, Robbins and even the Coppermans and so on. All top names in the Hedge-Industry and have even invested in companies were the CEO or COO has the same Name. Nothing Special about this.
This article is an opinion and as we know, everybody can write an opinion. But based on my understanding it relates to a case that has been dismissed and goes back to 2003-2006
http://securities.stanford.edu/filings-case.html?id=102946
1. DECN is SEC compliant http://www.otcmarkets.com/stock/DECN/filings
-Audited filings are not necessary on 10 Q's only 10 K
2. They will not remain in the Pink Sheets
3. On the contrary, they won in the courtrooms.
4. Wait until you see what Korea is all about
5. Capital is ready whenever they wish - no Problem with that -
Game may soon be over for J&J this at least is a sure fact - the question is only, what will be paid at the end and with every day passing by, the amount is increasing.
Those financing the company know that -
Major League Football Announces Entry Into 2-Stage $15,000,000 Private Securities Purchase Agreement
https://finance.yahoo.com/news/major-league-football-announces-entry-131500020.html
Even a funeral has it's followers
No idea frankly - but then what is wrong if this stock goes from time to time through a cycle of nervous convulsions. Somebody may pay dinner expenses with it.
Sometimes dead bodies have more value than alive, as can be seen with AAPT, whose volume of 560 Mio (incl today) is not nothing. Never Forget there are some guys out who make Money by trading and even "small pips" pay for a decent dinner. And then do not Forget, what is obvious is sometimes obviously wrong.
The talk about the stock-Options compensation is not leading anywhere if one wants to go the negative road.
For some a complicated matter and giving leeway to all Kind of Interpretation but then as a matter of fact it is rather simple and I recommend to study those 2 links.
The way DECN booked those Options is according to the books or better said according to what accounting rules prescribe and ksviking12 tried his best to defend the way DECN reported them.
http://www.cengage.com/resource_uploads/static_resources/032459237X/18685/stice_emt_01.pdf
https://hbr.org/2003/03/for-the-last-time-stock-options-are-an-expense
I would say, that this Kind of press-release Shows who is desperate and who not. Just because of being a Monopolist with unlimited funds does not mean that at the end law will not dictate them the costly outcome in favour of DECN. WELL WELL - J&J is running out of Options if the term" J&J RECENTLY FILED THEIR FINAL APPEAL. Not much left for them afterwards if the word FINAL has any meaning. The legal and financial backers of DECN will get their day, this is for sure.
Having received successive unfavorable legal patent decisions concerning its '105 patent, Johnson & Johnson recently filed their final appeal in an attempt to maintain exclusivity over the blood glucose test market. Prior appellate court rulings have consistently affirmed that Pharma Tech's GenStrip legally and justifiably entered the market to compete with the Lifescan franchise. Those rulings have been specific in their opinion and narrowly precise in the interpretation of the law. The clarity and comprehensiveness of the recent USPTO decision effectively neutralized a cogent legal basis for appeal. Desperate to extend the legal process, the most recent J&J/Lifescan appeal necessarily attacked not just the law and the ruling against them, but also the Director of the USPTO and challenged the rights to render a decision as per agency dictates.
http://www.marketwatch.com/story/us-solicitor-general-intervenes-against-johnson-johnson-in-decns-long-running-patent-battle-over-genstrip-50-2015-04-14
Alydir, tell me how many Shares did Steve Jobs have in his Company when he passed away and how many Shares does Woz have?
If you Report then the very low figures, would you assume, that both of them did not believe in AAPLE?
On the contrary: A Company for growth Needs Money and it seldom Comes from the founders.
And Zuckerberg diluted himself down to 28.2 %. Did he not believe in the Company before the IPO took place that he reduced his stake by almost 40 %.
It is common knowledge that companies Need Money until the reach the Point, where they can refinance themselves. But before that it does not go without Dilution.
The same is with DECN as this Company had to get refinancing to pay for the litigation-case against Johnson&Johnson and to finance their new Business plan as they could not remain operative when J&J sued them. This should be obvious, but what is obvious as well based on the DECN filing, that the Management will get their reward once DECN is up and running.
From this Point of view this is rather positive compared versus other Small companies, where the Management is granting themselves Shares to Keep up with the Dilution.
No Problem with that as the 10Q's do not have to be audited compared to the 10K
The Terms are clear: Material effect or Information is then given, when it negatively Impacts the valuation of a Company or the stockprice. At the end it is the Auditor that considers wheter uncorrected and undetected mistakes have material and pervasive effect or just material and not pervasive. In simple words, as Long as the misstatements in wording or amount is minor and does not affect the Price on both sides of the game.
But of course mistakes should be corrected with the next filing and at least will have to be corrected with the audited 10K Report.
In the causa DECN
A difference of $ 196.000 divided by roughly 7.9 Mio capitalisation means 2.48 % or if the present stock Price is $ 0.15 it would mean 0.14628 a small difference of 0.00372 per share. The funny part is and must be, that the market is seeing it through my eyes as well, as the stock reacted up since the filings were issued on August 14 by 15 %.
Imagine they would have done it, then some sources would say, that they used the cheap Prices to add to their benefit.
What is valid for the CEO as per filing, is certainly then valid for the rest of the Management as well.
Mr. Berman has served as Chief Financial Officer since January 2003 and as Principal Executive Officer since August 2006. During
the fiscal years ended December 31, 2014 and 2013. Mr. Berman has not received any form of compensation as a result of our limited
cash flow; Mr. Berman has agreed to accept stock awards as his sole compensation until such time the Company has the necessary
resources available to provide a traditional compensation plan.
THE WORD IS STOCK-AWARDS. THEY WILL COME AND THEN THEY WILL HAVE DESERVED IT.
Clear to the Point.
Mr. Berman has served as Chief Financial Officer since January 2003 and as Principal Executive Officer since August 2006. During
the fiscal years ended December 31, 2014 and 2013. Mr. Berman has not received any form of compensation as a result of our limited
cash flow; Mr. Berman has agreed to accept stock awards as his sole compensation until such time the Company has the necessary
resources available to provide a traditional compensation plan.
UNTIL SUCH TIME THE COMPANY HAS THE NECESSARY RESOURCES AVAILABLE TO PROVIDE A TRADITIONAL COMPENSATION PLAN.
Well: This is exactly in the interest of the shareholder. I wish we would have Managers in other companies with the same Kind of Ethik.
Need some help here. Why should this not be a vote of confidence?
On the contrary: As DECN needed to be financed through third-parties they had to accept Dilution like anybody else and this of course is reducing their stake.
Looking from a positive Point of view: I prefer to have 5 % of something valuable than 80 % of nothing.
By the way: What was the stake of Steven Jobs in Apple at the start and at the end? Would you say, that his heavy reduction as shareholder was wrong?
No Problem with that as the 10Q's do not have to be audited compared to the 10Q and multiple mistakes come up almost in any other filings from companies. It does not mean it should happen but it happens almost with any other Company and
as Long as material mistakes - plus or minus - have no effect on the stockprice and or Overall valuation, no adjustment has to be made. The Terms are clear: Material effect or Information is then given, when it negatively Impacts the valuation of a Company or the stockprice. At the end it is the Auditor that considers wheter uncorrected and undetected mistakes have material and pervasive effect or just material and not pervasive. In simple words, as Long as the misstatements in wording or amount is minor and does not affect the Price on both sides of the game.
But of course mistakes should be corrected with the next filing and at least will have to be corrected with the audited 10K Report. That DECN is in excellent Company Shows the comments from the biggies, when they have to correct and adjust certain figures on their next Report. There is no day passing by during the filing season, when the biggies will not have to correct their latest earings or losses per share.
In the causa DECN
A difference of $ 196.000 divided by roughly 7.9 Mio capitalisation means 2.48 % or if the present stock Price is $ 0.15 it would mean 0.14628 a small difference of 0.00372 per share. The funny part is and must be, that the market is seeing it through my eyes as well, as the stock reacted up since the filings were issued on August 14 by 15 %.
Not bad at all I would say, themore as the volume Points to buyers with deep pockets.
The burn rate is not at all the exessive if one takes into consideration what the costs for this litigation are on one Hand and then on the other Hand the costs involved to Keep to Company on track with reference to their new Business model. You cannot finance expenses and new Projects out of fresh air. Either it is through debt or equity and the latter leads to a Dilution and frankly the Dilution over the last 3 years has been rather moderate if one takes this lenghty litigation theatre with J&J into consideration and the damage being done to DECN.
Roughly 1 Mio over a period of 6 months certainly is something one should expect.
Last but not least what you Forget is that the millions of $'s being paid for the J&J battle will come back one way or another, that much is sure and if it can be made clear in the Courts, that J&J with their dealying tactis made hundreds of Millions while DECN were kept out of business then it could as well mean, that the compensation for the damage being paid to DECN could be substantially higher than some may think. Time will tell but if past "similar" cases have any validity I would bet, the surprise will be in favour of DECN and not visa-versa. .
First: The OTCQX has not been denied.
Read from the 10Q which is rather clear in it's wording:
" but more importantly the company’s sponsoring brokerage unexpectedly and without notice
voluntarily shut down as of May 31, 2015. Thus, we are seeking a new sponsoring relationship. Prior to the
shutdown of this brokerage, the company did secure the approval of its Designated Advisor for Disclosure (DAD), a
mandated part of the process."
It is obvious that when your Sponsoring brokerage goes out of Business you have to move with your files elsewhere and this is exactly what they have been doing.
Further: When you write why did they not communicate? They communicate and for this reason reporting companies are issuing every 3 months a filing Report - 3 unaudited and 1 (the 10K) audited and under the Terms: Management Discussion & Analysis such subjects are being discussed. Is not different from any other companies.
Last but not least: A Company seeking for upgrading would not even have to Report it because it is of no material effect until and unless it is granted. That they reported in the past their Intention to do so was on a voluntary Basis and as they did so, then it is as well clear, that they Report a follow up, as they did in their last filing.
Fully agree with you - but at least it is knocking at the heavens door.
In hinsight everybody can see buy- or sell-signals, but then it Comes out of the various Interpretations, that the market showed divergences like relative strenght versus Price or whatever indicator is en vogue. Then we have the psyco indicator called contrary opinion, when everybody screams buy = sell and when everybody screams sell = buy.
Unfortunately even this model proved the crowd wrong. So what is then left at the technical front? Throw them out of the window? Of course not as most of the newly developed models are only 20 % fundamentals and the rest is technical, whereas the smart Money can bet versus the technicals through the Options front or other Kind of instruments created by the financial houses. But of, course, DECN is not a stock that would fit into those criterias. So if the criterias do not fit to have a technical following, where is then the buy or sell Signal to be placed?
Very simple: The old fashioned risk-reward Ratio. DECN certainly fits the criterias for a buy, as the present cap. of roughly $ 4.5 - 5 Mio cannot be called exessive, regardless of the size of the amount one calculates into for being paid in a Settlement.
If one sees hidden gems in a Company that one day could be recognized one better invests and goes for it and if one sees a Company with a dying Business model one better leaves the Party.
Why I am still in DECN - I still see a nice Settlement amount being paid and I still see, DECN moving ahead with a new Business model which should have the Chance to create some decent Returns and being immun against attacks from the biggies. Over time, one learns the lessons and DECN is not the first one to Profit out of a mess, as hard as it is and was to muddle through to stay alive.
If only taking the DECN Chart to Point with the fingers at the Company is as wrong as it was with the 3 following examples.
And what I produce is random but all 3 examples Show, that risk-reward ratios from time to time are thrown over board and then you get those Kind of exesses only to be corrected again.
1.Stock of a Company of last week
2.The Russell Index which certainly presents the small and medium sized market and 3. One of the largest Banks.
All what we can see - very ugly sellouts - and then never looking back. Why: Most of the time the market is wrong - being this on the high side or being this on the low side. If it would be different, then we all would be rich and as we know, this is not the case.
Yep - you are 100 % correct.
Sorry - cannot get the meaning out of your question.
Imagine they would not have trademarked it - what would then be the comment?
TRADEMARK OFFICIAL GAZETTE PUBLICATION CONFIRMATION
U.S. Serial Number: 86616931
Mark: DISCRETION MESSENGER (Stylized/Design)
International Class(es): 005, 010
Owner: PharmaTech Solutions, Inc.
Docket/Reference Number:
The mark identified above has been published in the Trademark Official Gazette (TMOG) on Aug 4, 2015
Worse for whom? For the Longs?
Have seen many stocks hitting lows before making new highs. This is part of the cycle.
Cannot see the Problem you see.
To give an example:
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 a matter of fact, a Company would not Need an Agent it is like Cloud computing; You dont Need it but you never know.
And to give an Explanation with reference to domestic of foreign:
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.
I try to give an example and hopefully be able to Show were Alydir makes a mistake.
I purchased a house in Punta del Este.
Once the Price was agreed, I had to pay amount x to an Escrow account of the involved law company. So this amount left my account. Of course the Basis for my payement were clear and outlined in a 8 page contract.
When the reality check was done, we found out, that certain items which were part of the contract were not fullfilled and for this reason, only 65 % of the amount in the Escrow account were credited to the seller or better said released.
So, in the Escrow I still have a credit or Balance of 35 % of the effective amount send out, but the funds that left my account are ex 100 % means the total amount.
Will I get the 35 % back - maybe if the contract is not fullfilled, but if so, then of course I can only book it back into my account if and when it is returned.
It is the same Story with DECN. The credit of the difference between what actually has been paid at the end and not what has been agreed to be paid if and when, will only be visible if and when the funds return back to the Company. In the meantime it is an off-balance-sheet item.
Very simple
It is a beautiful Holiday season and I really enjoy it. Reading what is up today here makes me laugh.
The key to the solution is very simple as it already has been stated by the Company some weeks ago - and if those who know all, will find the text, then they know that DECN paid a very small amount at the end for reasons that have been explained.
I put it that way: A Company agrees to pay amount X for IP. Contracts signed. But as in every contract there is a Stipulation which could question the agreed Price of X. This is exactly what has happened here in this case and I am somehow surprised why this is now open for debate - the reason for this has been made clear by the Company.
Your Statement certainly has some merit, but then there is a simple reason for this: There is no interest whatsoever to Show the Name or the Symbol as it would attract a certain crowd nobody is interested in to have them in the Forum of said Company.
One learns over time.
Read again what I wrote and compare it with the first Chart and then with DECN Chart.
If history would be repeat itself with DECN as it did with the other stock, then it would be $ 2.-- double the old high.
The old high with DECN was $ 1.-- .
The old high with the other stock was $ roughly $ 5.-- so after this stock fell from $ 5.-- to $ 1.40 it rose since above $ 10.-- this is twice the old high.
Certainly not, I only wanted to Point out, that the recent pricing does not make much sense. So, somebody has to move otherwise it is Mykado.
Never Forget; the selling is clear as it keeps DECN alive to finance the legal battle, but then somebody certainly for weeks and months is buying into it as well and I guess, we could call it average down. Those buyers certainly are not here to lose Money.
Well at least I can say, everyone of my buy stop's get's triggered recently. My banker just called me and asked me if I intend to get a majority control of the Company. But then, this is what I call average down. 80 % it works - 20 % nope - so the risk reward Ratio is rather favourable in this case here.
I am a very Patient Person and in the causa DECN I think this is what is needed. But then came to my mind: The capitalisation is so low, if I would be J&J I would make a bid, would be cheaper than paying the compensation at the end. Just an idea on a very warm and sunny day.
The debate about uplisting is diverging: For some it will never happen and for some it will happen.
To this I would say: Let's wait until the Korean Deal is consumend and integrated.
Making applications for an uplisting is an ongoing process, that means documents going back and Forward. If I would be the Company then I certainly would have a vested interest to present myself in the final-design and this I can state, DECN is not a final design yet in and the reason why we know all.
For those favouring the word never: The Optimist could say: Evderything is okay in the end, and if it is not okay, then it is not the end.
My words of wisdom for the day.
The chances that the DECN stock will move up by 100% is 99 % more possible than it will happen to J%J.
On this one, I accept every bet.
I think it is obvious to everyone, that J&J whatever the costs will be, will be payed from the left pocket and all those accumulated legal fees are Peanuts for them. This is not the Point if one studies all legal cases J&J is surrounded with (filings) and or has been. This is part of the game with a Company of that size.
What Counts here from my POV is that this Little Company teached J&J a heavy lesson. Reminds me of the blow Nestle faced with reference to the Nespresso capsules cases. Did it hurt Nestle on the income side; of course not, but it was a message to Nestle, that there are Limits.
What is left once this is over: This Story will find the entree into some law books this is for sure.
What is left for DECN:
1.) They will get the Publicity and as we all know, the street likes Little ones punching big ones.
2.) They will get compensated for all legal costs they had, so Money Returns home.
3.) There will be some Money paid to the table based on X and Y and as I said in other comments, it is not the amount that Counts it is that Money will be paid and the amount will be enough to remain debt free and being able to finance their business-model.
4.) DECN took lessons out of that mess and I am pretty sure, DECN will produce nice revenues in the years to come at 3 fronts. But more on this once all is over.
I have witnessed enough cases in Europe, where companies took all the pain to get through such a mess but those who succeeded have been very very rewarding for the shareholders. And I am in the camp, that DECN will succeed.