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Hello Zoran. Thats fine for you. If you wish to daytrade DECN, go for it. My post is not ment for you. You need not even respond.
I am speaking from a long term experienced perspective. I am speaking for people who read the Press Releases and the filings who make decisions based off due diligence. The situation that has been unfolding here repeatedly is the fact that the public statements are incorrect and untruthful.
It falls under the intent to deceive for financial gain.
What possible purpose does it serve to make any Press Releases of the nature over the last 20 years? Non have come to fruition, but they all have created volume and a market. Who benefited.
If this situation was real, why not sell the product and the market will value it fairly after sales are booked.
Never ending hype via Press Releases followed by innuendo laced rumors in quarterly reports is highly unprofessional and I view it as manipulative. Non have come to pass.
If your goal is to buy at 4.5 cents and sell at 10, I wish you well and say go for it. Daytraders are just about charts and gambling. My posts are for the people that have spent 20 years following Keith M Bermans hundreds of public statements and made financial decisions based on them.
Shareholders of DECN. It is now up to you. Will you continue to be victims and hope for a stock pump to not lose everything and learn a lesson. Or will you be the first group in 20 years to stand for whats right.
This company has been dropped by the last 3 accounting firms, the latest accounting firm stating publically that Keith M Berman was frustrated to the point they refused to put their name on the document.
Keith M Berman then filed a form 15 to not report to the Securities and Exchange Commission.
Keith M Berman has a history of failures from Access Healthnet, Ramp Corp and numerous enemys through the Caredecision , Instacare, Decision Diagnostics umbrellas and has been caught on previous message boards touting stock in his own company. Regulation and verification is paramount to prevent future frauds.
You as shareholders, owners of the company have the right and responsibility to speak with corporate counsel Michael Belcher and Thomas Cook in the interest of justice. You also have the right to visit company headquarters for inspection of company documents.
More soon.
"The offerer must have some frame of reference, and their M&A experts must not think like stock traders. "
According to the last PR from Keith M Berman his response indicates the M and A offer was through a voice on the phone and through email which he alludes to as unprofessional. If Keith M Berman requested the offer to be more formal and professional, maybe the "venture fund" does think like traders.
"In April 2017 the company's Principal Executive Officer, Keith Berman, received and reviewed a prior offer proposal, first expressed verbally, and then in email form, from the proposed acquisition partner. Mr. Berman found the earlier offer to be incomplete on its face, and open ended. Mr. Berman, at the behest of another Board member, asked the proposed acquisition partner to conform the offer in a manner more consistent to standard M&A proposals and documentation."
Hello Scoop. You have always been a straight shooter, albeit not very popular as most people don't like to hear the truth. I appreciate you taking the time to call out truth when others have blind hope. If you were here 20 years ago, it may have saved Hard Working investors over 40 million dollars.
That being said, my experience with Keith M Berman was on first impression he is a calm cool fellow. He always had a "grandfather" like demeanor and had plenty of time for talk. Personally I felt like he enjoyed speaking. He had this demeanor even when he was rather young, in his early to mid forties.
I noticed as the months and years flew by that he had a knack for speaking out of both sides of his mouth. He could say one position and within minutes say the exact opposite so smoothly that most people would smile and nod in understanding.
It took quit some time for me to step back and rethink what I would hear and have the " wait, what " moments. I started to address his initial points after noticing his polar switch on the second half of the conversation and saw defensive behavior and a demeanor shift as if he was upset I caught onto something. The subject would change and he would not have time anymore to engage or clarify. Upon confrontation, he would cast blame on me and everyone else. Never himself. For anything. Ever
Just like a machine, if he was able to convince me for years, imagine what this machine can do to several thousand shareholders. This man doesn't sleep either. He is a 4 hour a night type.
People, it is not hard to see the facts here. Read any press Release that DECN Keith M Berman has written since inception, many are posted on the IHUB header above, and see if any one of them ever happened or came true.
I understand when the stock does well , the hope of seeing green clouds facts as most shareholders want out and to let someone else deal with the can. But think about what's right.
The ex financers and ex employees and failed merger partners of the last 20 years, see what they have to say at this point. It might be an eye opener.
Correct Loaner, these two transactions are separate.
Deep down I have a feeling Keith M Berman will postpone or find a reason why the M and A transaction stated in the filing earlier this year to be completed by end of second quarter hasn't happened.
The latest anonymous offer touted, which drew in another 150,000 dollars of stock activity should be reviewed by a regulator.
Also the person or company that drew up the letter should be interviewed and see if a personal connection exists between the two companies and people.
KSViking, spot on . Excellent post as usual.
For new investors let me just say that KSViking was also an educated supporter of the company and has recently found out how things operate at DECN.
Keith M Berman, the message board and the company filings and twisting of words and the audacity for Keith M Berman to rage against shareholders every day for not investing more money and actually mocking them.
Let me try to help this way. Investors, if you talk to keith M Berman and Plutoniumimplosion, pay very close attention how the story is always twisted in a way that requires someone to buy more shares or directly invest in the company in order to prevent another "missed opportunity" or catastrophe or someone else always not allowing Keith M Berman to succeed.
Every single conversation will always hint to more money is needed in the company.
Shareholders, in this case, do have the power as Keith M Berman has made dozens of public news announcements and personal statements that he is accountable for. It is called "intent" and he canno't disprove it now. Intent takes time to establish and enough time has passed to make a case.
This lemon is going for another squeezing, if you have him pull your "hope" strings again, be vigilant and hold him accountable, don't walk away and throw your hands up like the other 7,000 shareholders.
Shareholders have a right to walk in the office any time and see the operation and review the books.
Be sure and ask Keith M Berman to his face if he has more than one set of books. These are shareholder rights . As long as shareholders don't know their rights, these situations continue to perpetuate.
Plutoniumimplosion , do you feel DECN has a long time friend who is tired of the lies that sucked over 45 million dollars from hard working Americans and is ready to pucker his tired lips on a whistle?
People reading this latest PR regarding the anonymous merger offer that Keith m Berman has announced again, take a look at the companies history with:
ATR, MDU Services, Data Fusion, Caregeneration, Tauriga Sciences and more to be discussed shortly , as well as in depth information on the above problems.
20 years under this corporate shell game and it is still operating under a grey loop hole.
Chuck, I understand most here only care about share price, but here is what keith m Berman did 6 years ago, to the month regarding another anonymous merger PR. Please keep in mind it did not happen as the other 4 announcements also did not.
The excuse that time was it wasn't beneficial enough for shareholders of DECN as the offer was too low. Please note that since then, Keith M Berman printed 20 million dollars more in share issuances from 22 Million accumulated deficit to 45 million today.
The offer 6 years ago was when the stock was 6 cents and blipped it to 9 cents on 2 million shares of volume generated from the PR that they declined.
InstaCare Corp. Receives Second Confidential Merger Offer From NASDAQ Traded Company
May 09, 2011, 09:20 ET from InstaCare Corp.
LOS ANGELES, May 9, 2011 /PRNewswire/ -- InstaCare Corp. (OTCQB: ISCR), a leading provider of home and prescription diagnostic products for the chronically ill, including the revolutionary Shasta Genstrip targeted at the $20 billion diabetes care and at-home testing markets, and a leading developer of advanced cell phone centric e-health products and technologies, today acknowledged receipt of a second confidential merger offer from a NASDAQ traded company and has submitted this proposal to its Board of Directors for review.
The Board of Directors of InstaCare Corp. also received and reviewed a prior merger proposal from the same company. This earlier proposal was reviewed by the Board and resulted in rejection, and has subsequently been followed by the InstaCare Board submitting a number of counter proposals.
Robert Jagunich, Chairman of InstaCare Corp. commented, "Although we have received two offers, both at premiums to current market prices, it is the Board's belief that based on our analysis, as verified independently in the Walling reports of January 24 and March 2, InstaCare offers more value to its shareholders by remaining independent. However, the Board is still exploring the current proposal. At this time, even with a proposal in hand, InstaCare continues to explore its options, as well as other shareholder value enhancing opportunities."
Mr. Jagunich continued, "Shareholders do not need to take action at this time. The Board will take action in due course."
For more information about InstaCare Corp., Pharma Tech Solutions, Inc. and/or its revolutionary MD@Hand cell phone centric technologies, please visit the InstaCare web site www.instacare.net or www.pharmatechdirect.com, or call the company at (805) 446-2973.
Forward-Looking Statements
This news release contains forward-looking statements about our business, or financial condition and prospects that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. There may be other risks and circumstances that we are unable to predict. When used in this news release, words such as "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
Plutoniumdilution, in your Indiana University highly educated invitro engineering introverted mind, what do you feel is the reason the company announces a merger PR?
These items are board issues.
The 2 million shares at 6 cents that came due 2 weeks ago, what do you think the proceeds are used for?
Buyer beware. This is another attempt to generate interest in the market. As Keith M Berman stated for years, the Board will make the decision for shareholders.
Think about it, a press release serves NO purpose what so ever to announce an anonymous offer from an anonymous source at an all time low in the companies history.
The only reason to announce this via press release is to generate interest and talk. It is currently working as the boards are alive with controversy and chatter. AKA free publicity.
Keith M Berman did this 4 times before with announcing merger letters of interest. Each previous one has been declined. But it did generate a few hundred thousand dollars of market speculation on each announcement. That is needed liquidity for the 2 million more shares that came due in late June.
Please be careful with this company and verify what Keith M Berman states. This is a grey loop hole that has been exploited for 20 years. Over 45 million dollars raised and vanished.
Also please read the dozens of press releases in the above message board header and let me know which one ever came true.
KS, you like so many others were so supportive and vocal in supporting this venture. I am sorry to see you get burned like the thousands ahead of you.
Instead of doing what every other shareholder has done, licking your wounds and going away, you can make a difference.
This man has raised money from church groups and wheel chair bound investors with never ending hope.
This man has a product that people desperately need. It is attractive. Why use it as a carrot to raise 45 million dollars? If anything, it should be made available to as many people as possible to help humanity. Not as a carrot to entice investors to buy more printed shares. I find that disgusting.
Diarch, you still seem to have "hope" for his carrot dangling comments. What makes you think the latest court drama will positively affect shareholders? He hid the small settlement last year after stating it would be tens of millions. It will be worse this time, assuming he wins anything.
Without proper auditing to verify and without ethical legal counsel, even if he stated 200 million in sales, it could all be a hoax.
Also if he ststes huge revenues but also huge share issuances and the earnings per share is always negative it is also part of the shell game.
This private sector hiding behind forward looking statements entity is a prime example why regulations and Government intervention is needed.
Shareholders can also contact contingency based lawyers and band together for class action suits. There is strength in numbers.
The United States Government should at some time at least make an enquiry. Too many red flags to be ignored here. Stock issuances should be a red flag with the IRS , the numerous criminal consultants should be a red flag to the SEC and the California Attorney general should be interested in how the company conducts business.
I remember over a decade ago, he had a bunch of the MD personal devices hanging on the walls as you walked into the office. It made it seem like products were being developed, but I never saw any of the products in real world applications.
The MD cell centric Instacare failure was blamed on the Obama administration.
Fire! I feel you are one of hundred of shareholders taken advantage of. You don't even go back nearly 20 years like many of the 500 shareholders that not only were reversed out of the stock, but cut from their positions altogether because they were reversed to such a small dollar amount it was considered negligible.
Not only has this money issuing printing press backed by "hot industry ideas" of each decade, only to take 10 years of money raising and then slow to no execution and onto the next business trend to raise money on.
If you pay close attention to the consultants , most have SEC criminal records. What kind of Principal Executive in charge would do business with criminals? This has gone on for nearly 20 years in this venture and over 30 years if you factor in Access Healthnet "cymedix". What happened to Ramp Corp? Another shady bankrupt enterprise, but it did make him a fortune.
On top of all the seedy behavior, why does he feel the need to taunt it through message boards and blatently tell shareholders with a smirk on his face "how does it feel to be stuck in the stock?"
Very shady grey area in filings. Here is case in point from first quarter 2017 that shareholders need to understand and see how this perpetuates. The Securities and Exchange Commission should also carefully review these issuances.
Preferred
During the quarter ended March 31, 2017, we issued 120,000 shares of preferred series “E” shares for services valued at $14,400.
During the quarter ended March 31, 2017, a holder of our preferred series “E” shares elected to convert 100,000 preferred series “E” shares into 1,400,000 shares of our $0.001 par value common stock.
The fact it is done under a preferred is a way to disguise how many shares is issued. Many people who canno't read a balance sheet don't realize how hurtful it is to shareholders.
Each Preferred "E" is convertible to 14 shares common, That means the 120,000 recently issued preferred "e" shares are convertible to 1,680,000 common shares in exchange for $14,400 dollars.
This means the company printed near free shares for someone. The person receiving them is getting each share for .008 cents per share. This is also booked under the companies balance sheet under accumulated deficit of 14,400 dollars. In reality, if those 1,680,000 shares are sold at the current 5 cent market, the true value is 84,000 dollars to the actual people that buy them in the market. If they do a pump to 50 cents and those shares are sold at 50 cents, the actual monetary damages to the mom and pop investor is 1,680,000 times 50 cents = 840,000 dollars minus the 14,400 dollars actually paid. The mom and pop investor would pick up the difference tab of 825,600 dollars. And that difference is not reported on the balance sheet. This is how money is siphoned off under public companies "loose issuances" This is also why scrutiny under regulatory agencies is important.
The companies accumulated deficit of 45 million in reality is several hundred million given those chronic issuances and common shareholders don't even realize how much money keith M Berman raised all these years.
Keith m Berman is legally required to 1099 the recipients of those shares at issuance. If he did not, it is a problem.
The litigation fund Keith M Berman brags about hiding from the balance sheet will not be larger then the Securities and Exchange Commissions coffers and the Internal Revenue Service prosecution fund.
This is a very important article concerning Keith M Berman the PEO of Decision Diagnostics
In March, the Fool discovered that one of its volunteers, working with a stockbroker, was touting Medaphis (MEDA) to Fool readers in potential violation of Securities and Exchange Commission rules. But after uncovering the activity through an internal inquiry, the Motley Fool did not disclose the information to the public or the SEC, according to those familiar with the situation. Instead, top executives fired its army of volunteers, reorganized oversight of its stock bulletin boards and chalked the whole thing up to evolutionary change.
The events have left many former Motley Fool volunteers sharply disillusioned. The roughly 150 Motley Fool volunteers helped moderate chat sessions and board postings for the online financial advisory service. Some also contributed market commentaries. To them, the fact that unsavory activity surfaced among the tens of thousands of postings on the Motley Fool is no surprise. But the Fool's decision not to disclose it has riled the volunteers.
Several of these volunteers had pushed for broader disclosure of the potential improprieties, saying such candor was the hallmark of the Motley Fool. But according to those familiar with the late-March discussions about what to do with the results of the internal inquiry, Fool founders Tom and David Gardner, along with Fool CEO Erik Rydholm, declined to divulge the dirty laundry. The reason: fear of SEC scrutiny, according to a person familiar with the thinking at the Fool headquarters.
The Street made several calls to Rydholm seeking comment for this story. He returned two calls Tuesday afternoon. In one he indicated that he believed the Fool's transition to paid staff "had already been covered" in major newspapers. He requested that The Street email him any additional questions. An email was sent Tuesday afternoon, indicating the substance of this story. Calls were placed Tuesday evening and throughout Wednesday. Rydholm did not return those calls, nor did he respond to the email he requested.
The SEC, which generally does not discuss particular cases, declined to comment on any specific issues regarding Medaphis and the Motley Fool.
As the Motley Fool has grown over the past several years, the Gardners have mocked Wall Street for its hidden conflicts of interest. In their best-selling book, The Motley Fool Investment Guide, the Gardners wrote about the problems with full-service brokers, saying their "incentives are tied only to a broker's deftness in getting you to buy and sell stock¿the system protects the countless many who neither outperform the market nor have a vested interest in doing so." What these brokers lacked was "accountability."
So where and when was the accountability lost at the Fool?
It began in January, when grumbling started to emanate from one of the dozens of Motley Fool stock boards. These lively communities, stuffed with jocular chatter, have become the hallmark of Fool investing. Individuals, crammed together, post all kinds of information on the boards. Oft-times the postings offer nothing but encouraging phrases like "hang in there" or "we're heading higher."
By mid-January, conversations on the Medaphis boards were becoming tense. The health-care information concern was well off its highs of midsummer 1996, and the investors pleaded for information. The biggest hope: a potential takeover. And feeding that hope was one of the Fool's own people. Throughout January and February and deep into March, a certain official Fool volunteer, Keith Berman, operating under the sign-on name MFMedTec, urged posters to hang tough. An acquisition was coming soon. The chatter became so intense that on Jan. 23 more than 10 million shares traded hands and the Dow Jones News Service cited takeover rumors. On Jan. 22 and 23 the stock rose 1 1/2 to 14 3/4.
But the days rolled by, and no acquisition came. The Fool has long held that these bulletin boards are akin to a bar. Folks belly up, have a chit-chat, and caveat emptor. But some posters, irked by the strong-willed mood of MFMedTec, have since likened the host to a bartender -- giving the analogy a dram-shop flavor.
On Feb. 3, MFMedTec wrote a five-paragraph, three sub-section posting, defending the acquisition possibilities for Medaphis. He likened himself to Columbo, saying investors needed to spot "motive, opportunity and intent" in order to find the likely buyer of Medaphis. He went on to write winningly about "Good Ole Ross Perot" and the possibilities that EDS (EDS) could be the buyer. After running down a list of reasons, MFMedTec wrote: "Motive confirmed. You don't have to be Columbo to see this one."
More importantly, those familiar with the Fool's internal inquiry, conducted by the Washington, D.C., law firm Steptoe & Johnson, say that IM messages -- messages between AOL users -- between MFMedTec and individual posters went farther than the postings and may have been in violation of SEC rules about stock manipulation. The SEC's rule 10(b)-5 forbids dissemination of false information aimed at moving stocks.
According to two people familiar with the situation, the Fool's probe revealed that MFMedTec had been touting the phantom Medaphis acquisition idea as part of a relationship he had developed with a stockbroker who had an interest in Medaphis.
Fool insiders say that executives decided they had no obligation to disclose potential violations involving IM messages.
Berman could not be reached for comment. Steptoe & Johnson did not return calls for comment.
Upon learning about the problems with Medaphis, the Fool sent out a memo on Sunday, March 23, firing most of the roughly 150 volunteers as part of a "reorganization." The so-called Sunday Night Massacre ejected a crew of dedicated volunteers, some of whom felt that the Gardner Brothers had lost sight of their oft-stated populist mission to arm individual investors.
Meanwhile, the volunteers were in a rage. Word of the internal investigation began to leak into the community of dismissed volunteers. In a seething private chat session on Tuesday, March 25, attended by the Gardners, Rydholm and volunteers, several people urged the Fool to take the potentially damaging information public.
On Wedneday a posting went up on the home page about the staffing change. A person in The Wall Street Journal statistics department happened to see the posting. The Journal subsequently covered the Fool's move to professionalism, chalking it up as merely an evolutionary step for the growing investment site. Rydholm told the Journal that the Fool had encountered no problems with volunteers.
A subsequent private chat on Thursday, March 27, covered much of the same ground from Tuesday, though Tom Gardner did not participate in that chat. The Fools declined to disclose any of the internal findings.
"Many of us felt that the Gardners weren't being accountable," says one person who was on the conference call. "They had talked so much about being open and accountable, and now they were acting just like Wall Street."
In the weeks since the Sunday Night Massacre and the subsequent round of contentious conversations, some participants on the Medaphis boards have gathered evidence against MFMedTec and the Fool. One poster, Eric Carroll, said the Fools were playing "a nasty game" and referred queries to his attorney, John T. Heflin III of the Memphis, Tenn., law firm Bourland, Heflin, Alvarez, Holley & Minor. Heflin said he was preparing materials for possible civil litigation against the Motley Fool in connection with the MFMedTec situation.
Today, five months after the first whispers of a Medaphis takeover hit the Fool boards, the company remains independent. Its shares trade at about 6 3/4, down 57% since the January takeover chatter boosted the stock. The boards, once stuffed with furious bickering, now receive only intermittent attention.
Just because the Principal Executive Keith M Berman has a self taught understanding of psychology, doesn't make its use and abuse right.
Just as a lawmaker has the power to write laws, it is unethical for a lawmaker to draft laws that benefit him. This is why we have a democracy and layers of oversight and an ethics review board. lawyers have a BAR association.
Keith M. bermans company DECN, has not adopted ethics review as stated in 2010 and that was swept under the rug again.
Scoop, most here won't address it because it was a lie and has not happened. Most here also own shares and they are afraid to bad mouth their investment.
The 3 year old CE European Mark stated Press Release has not come true.
10 years ago when smart phones were gaining traction Keith M. Berman announced to the world how his cell phone centric and MD "drawings" would revolutionize the world. At that time roughly 8 million in more equity was sold into the market under the guise.
Later as per not only verbally, but stated press releases Keith M. Berman blamed legislation as well as the Obama administration for its lack of follow through. 11 million in issuances went to market during that 2011 to 2017 time frame. But just as the Genstrip and genstrip50 and now Genultimate could not develop the JNJ customer traction as stated hundreds of times through Press Releases , the focus is shifted again to new "ideas" in which another 15 million can be raised.
Shareholders are welcome to call the law firm that brought the case against JNJ and you will see what doesn't add up.
Zoran, here is some more work I am doing free for you. If you own shares in Decision Diagnostics, you have a right to know. You should know this. Only relying on press releases which have been put in bold italics of "forward looking statements" in the latest 1st quarter is erroneous.
It is also deceptive, because these stated press releases have not come true.
This is from this companies filing in 2007.
On April 5, 2007, we issued 25,000 shares of our restricted common stock to Nathan Kaplan and 25,000 shares of our restricted common stock to Svet Milic pursuant to a renewal of a 2005 licensing, property acquisition and work through agreement with both Nathan Kaplan and Svet Milic. We believe that the issuances of the shares were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) . The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the Company’s financial statements and 34 Act reports. We reasonably believe that the recipients, immediately prior to issuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our president and directors on several occasions prior to their investment decision.
nonsequetor, don't forget illegal.
Alydyr, thank you for posting this very relevant information.
Finally some balance to the news releases DECN's Keith M. Berman put out over the last 20 years.
Why would Decision Diagnostics, DECN, using BMI Consulting to issue shares to Wendy Block that is rumored to be the Principal Executive Keith M. Bermans wife?
nonsequetor and Zeynoc, if BMI was a criminal organization, in your opinion, do you feel Keith M. Berman being the principal executive officer of DECN, has a fiduciary responsibility to shareholders not to do business with criminals?
United States Securities and Exchange Commission
??Keith Berman, President
instaCare Corp.
2660 Townsgate Road, Suite 300 Westlake Village, California 91361
Re: instaCare Corp.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed April 12, 2010
Form 10-Q for Fiscal Quarter Ended March 31, 2010 Filed May 17, 2010
Form 10-Q for Fiscal Quarter Ended June 30, 2010 Filed August 18, 2010
File No. 000-33187
Dear Mr. Berman:
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2009 Item 1. Business, page 2
1. We note the disclosure on page 11 that your five largest customers accounted for approximately 99% of your net sales. Please disclose the identities of the material customers in the discussion of major customers on page eight.
Recent Sales of Unregistered Securities, page 17
2. Please revise your disclosure here to provide the information required by Item 701 of Regulation S-K. For example, please quantify the financing fees in each unregistered issuance of shares to Centurion and the value and type of the services rendered by the
November 16, 2010
???
Keith Berman, President instaCare Corp. November 16, 2010 Page 2
officers and consultants described in this section. Furthermore, please provide the names of such officers and consultants. Lastly, we note the issuance of shares of common stock to officers for services to the company. Please confirm whether all of these share issuances have been reflected for the named executive officers and directors in the compensation disclosure or revise such disclosure to reflect such compensation.
Report of Independent Registered Public Accounting Firm, page F-1
3. We note that the report issued by your independent registered public accounting firm does not appear to be correctly dated (i.e., the date of the report covering your December 31, 2009 financial statements is April 7, 2009) and does not disclose the city and state where issued. Please amend to provide a compliant audit report in accordance with Item 3-02 of Regulation S-T.
4. We note that you filed a registration statement on Form S-8 on December 18, 2009. However, it does not appear that you have filed a consent from your independent accounting firm for the incorporation by reference of your subsequent period Exchange Act forms. Please file a currently dated consent from your independent accountant or tell us why such consent is not required. Refer to Item 601(23) of Regulation S-K.
Notes to Financial Statements
Note 5 – Notes Payable and Related Parties, page F-14
5. It appears that you recognized debt relief other income of $920,379 related to the convertible promissory note issued in March 2004 and $87,309 related to the promissory note issued in February 2005. The sum of these two amounts (i.e., $1,007,688) appears to be inconsistent with the equivalent amount presented in your statement of operations (i.e., $1,450,867). Please clarify or revise.
Item 10. Directors, Executive Officers and Corporate Governance, page 33
6. We note your statement at the top of page 33 that you elect your directors annually and that you are subject to the reporting requirements under Section 12g. Please advise us as to the basis for having never filed a proxy statement or information statement with us.
7. Please provide the disclosure required by Item 401(e) of Regulation S-K regarding the specific experience, qualifications, attributes, or skills that led to the conclusion that each person should serve as a director for the company at the time the disclosure is made.
Item 11. Executive Compensation, page 34
8. Please provide the footnote disclosure required by Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) of Regulation S-K. In addition, please provide the narrative disclosure to the
?????
Keith Berman, President instaCare Corp. November 16, 2010 Page 3
summary compensation table, as required by Item 402(o) of Regulation S-K. Consider discussing why the CEO received stock as his only compensation.
9. We note the reference in footnote one to SFAS 123R. Item 402(r)(2)(iii) of Regulation S-K refers to reflecting the aggregate grant data value computed in accordance with FASB ASC Topic 718. Please revise the disclosure accordingly.
Exhibits General
10. It appears that you have not filed your agreement with Centurion Credit Resources as described in various places in your filing. Please file this agreement, and any others required by Item 601 of Regulation S-K, as exhibits to your amended Form 10-K, along with all schedules, attachments and exhibits to such agreements. See Item 601(b)(10) of Regulation S-K. We may have further comment.
Exhibit 31 – Section 302 Certifications
11. Please revise your Section 302 certifications as they do not comply with the language required by Item 601(31) of Regulation S-K in the following respects:
• Reference to “this annual report” should be replaced with reference to “this report” in paragraph three;
• Reference should be made to the registrant’s fourth fiscal quarter in the case of an annual report in paragraph 4(d);
• Reference should be made to “to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)” in the introductory language to paragraph five.
12. In connection with the preceding comment, please remove the titles of the certifying individual from the introductory paragraph of your certifications and confirm to us that the inclusion of the titles of the certifying individual is not intended to limit the capacity in which such individuals provided these certifications.
Form 10-Q for Fiscal Quarter Ended March 31, 2010 Form 10-Q for Fiscal Quarter Ended June 30, 2010
Item 4T – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
13. We note that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures were effective at March 31, 2010 and June 30, 2010. Considering the material weaknesses and other matters identified in connection
???????
Keith Berman, President instaCare Corp. November 16, 2010 Page 4
with the conclusion that your disclosure controls and procedures were not effective at December 31, 2009, please tell us how management determined that your disclosure controls and procedures were effective in the subsequent interim periods or revise your disclosure accordingly.
14. In connection with the preceding comment, if you conclude that your disclosure controls and procedures were not effective at March 31, 2010 and June 30, 2010, please revise to provide management’s remediation plans to address the material weaknesses that contributed to this conclusion.
15. We note your disclosure that “systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.” Please revise to state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and provide the conclusion reached by your principal executive officer and principal financial officer regarding the effectiveness of your disclosure controls and procedures at that reasonable assurance level. Alternatively, you may remove the reference to the level of assurance of your disclosure controls and procedures.
Exhibit 31 – Section 302 Certifications
16. Please revise your Section 302 certifications as they do not comply with the language required by Item 601(31) of Regulation S-K in the following respects:
• References to the “small business issuer” should be replaced with references to the “registrant”;
• References to “this quarterly report” should be replaced with references to “this report”;
• Reference should be made to “to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)” in the introductory language to paragraph five.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
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Keith Berman, President instaCare Corp. November 16, 2010 Page 5
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Ethan Horowitz, accountant at (202) 551-3311 or Angela Halac, accounting reviewer at (202) 551-3398 if you have questions regarding comments on the financial statements and related matters. Please contact Shehzad Niazi, examiner at (202) 551- 3121 or David Link, legal reviewer at (202) 551-3356 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Johnny, all will be out in the coming weeks and months. It will still be free publicity for Keith M. Berman, but all bommerangs come back.
CEO, PEO, Keith M. Berman. Did he pay consulting shares to :
Ex-Leumi Exec in Zurich Gets 8 Years
y that the Switzerland branch has resumed normal activity, and as of the end of 2007, managed assets totaling more than 6.6 billion Swiss francs.
Hila Raz 02.12.2008 02:36 Updated: 3:09 AM
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A Swiss court has sentenced a former branch manager of Israel's Bank Leumi to eight years in prison for a string of fraud-related offenses.
The district court in Zurich found 57-year-old Ernst Imfeld guilty of fraud, embezzlement, falsifying of documents and inappropriate conduct toward the bank and its customers customer.
Imfeld's activities involved unauthorized use of customer accounts and unauthorized transactions in foreign currency, stocks and options, which resulted in losses to the bank of 229 million Swiss francs. Imfeld was convicted of transferring monies to both third parties and to his own private account.
In the ruling, the Swiss judge said the sentence reflected the seriousness of the crimes, which had inflicted severe damage on the bank and its customers. Four other defendants in the affair, who were not employees of Bank Leumi's Swiss branch, received prison sentences of up to two and a half years in addition to suspended sentences and heavy fines.
Imfeld was fired after the fraud at the bank was discovered in 2001. The bank informed Swiss regulators of the fraud and compensated customers who had suffered damages.
Simultaneous with the opening of the criminal trial, Leumi Switzerland sued Imfeld and four other defendants in Zurich courts for compensation of 107 million Swiss francs (NIS 350 million) for direct monetary damages caused to the bank as a result of the fraud.
Leumi emphasized that Imfeld's actions, which occurred years ago, have no bearing on the bank's business activities today.
Senior sources at the bank say that the Switzerland branch has resumed normal activity, and as of the end of 2007, managed assets totaling more than 6.6 billion Swiss francs.
read more: http://www.haaretz.com/print-edition/business/ex-leumi-exec-in-zurich-gets-8-years-1.258657
Hello Zoran, you say this means nothing to you because you may only be concerned with stock price.
Public companies have fiduciary duties to the shareholders and the people that all co own the business. These rules are ethics based and ment to be fair to the owners of the companies stock.
The reason this is important is because it is a trend and these publicly stated press releases regarding Keith M Bermans company DECN is having a reaction in the market place.
These press releases then have no follow through or no more mention.
We can pick most any headline the company has had since inception to see if anything of truth ever happened.
I am not a basher, but don't let money cloud your judgement or alter others investment.
Now take a look at 2016 merger PR from Keith M Bermans company here at DECN.
July 01, 2016 09:20 ET
Decision Diagnostics Ends Plans and Communications With Tauriga Sciences, Inc. Concerning Possible Reverse Merger Transaction
LOS ANGELES, CA--(Marketwired - Jul 1, 2016) - Decision Diagnostics Corp. (OTC PINK: DECN), the manufacturer, quality plan administrator and the exclusive worldwide sales, service and regulatory processes agent for GenStrip™ 50 and the GenUltimate!™ glucose test strips, both designed to work with the market leading Johnson & Johnson's ("J&J") LifeScan OneTouch Ultra family of glucose testing meters, and the in-development GenSure!™ and GenChoice!™ glucose test strips targeted to the U.S. and/or developing world markets, today announced that Decision Diagnostics Corp., PharmaTech Solutions, Inc. (its subsidiary) and Keith Berman, PEO and CFO have formally severed all connection to and with Tauriga Sciences, Inc.
Keith Berman agreed to join the BOD of Tauriga Sciences on April 15, 2016 following consultation with the DECN board. Acceptance of the Board Director invitation from Tauriga was motivated by the prospect of executing an M&A Transaction and reverse merging into Tauriga; an offer that had been extended by the CEO of Tauriga Sciences.
As has been noted, Decision Diagnostic has been unable to properly file annual audited financial reports for 2014 and 2015 due to the incompetence and deceptions of its previously engaged auditing firm, LL Bradford and Co. ("Bradford"). Bradford's actions and misdeeds led to severe penalties, suspensions, fines and bans levied on it and its senior partners by the PCAOB, an agency of the U.S. SEC. Auditing firms that the company subsequently engaged have been unable to complete their audits due to the absent information that Bradford refused to convey, despite the PCAOB sanctions and the intervention of the Nevada State Board of Accountancy.
Tauriga Sciences, Inc. is a publicly traded corporation that exhibits no business activity, little revenue and no apparent product or service. DECN due diligence revealed Tauriga to effectively exist as a trading shell whose sole revenue objective appears to be limited to the prospect of a jury award from a successful prosecution of a lawsuit filed against its former auditor. Keith Berman was introduced to Tauriga by an investment banker. He became a member of the Tauriga BOD as a result of the offer made by the CEO Seth Shaw, to merge the companies. That alliance would have enabled DECN to satisfy all SEC dictates for becoming a fully compliant reporting corporation. In turn, that exercise would have created the financial foundation for uplisting DECN to the NASDAQ trading index; satisfying a long term goal of the DECN Board of Directors.
During the brief course of Mr. Berman's tenure with the Tauriga BOD, he became aware that the singular focus of the Tauriga CEO was the pursuit of their litigation. Additionally, it became increasingly apparent that a stipulation to any merger agreement execution was the expectation of DECN support and financial underwriting of that litigation.
During Mr. Berman's abbreviated membership on the Tauriga Board, Mr. Shaw consistently conveyed his conviction that the litigation would yield tens of millions of dollars in a guaranteed. DECN engaged attorneys specifically to review the viability of the lawsuit and to estimate any possible award. Mr. Berman was advised that any award would be unlikely to exceed $250,000 plus fees previously charged and paid to the accused accounting firm. However, despite best efforts to convey that message, Mr. Shaw could not be dissuaded. As a result, Mr. Berman submitted his resignation from the Taruiga Sciences, Inc. BOD on Thursday, June 23. Decision Diagnostics has abandoned any coordinated planning with Tauriga and has formally separated any connections.
Mr. Berman's formal resignation from the Board of Directors of Tauriga Sciences, Inc. was dated June 20, 2016 and is posted at www.decisiondiagnostics.com.
Take a look at this 2007 PR from Keith M. Bermans company DECN
LOS ANGELES, Sept. 26 /PRNewswire-FirstCall/-- InstaCare Corp. (OTC
Bulletin Board: ISCR) a leading e-health Wi-Fi PDA technology provider, the
developer of proprietary technologies for medical DME and EMR applications,
and the distributor of life saving prescription drugs, medical diagnostics
and medical surgical products, announced today that its Board of Directors
will begin review of proposals for possible strategic partnerships and/or
merger with several companies with interests in strategic areas related to
the company's current businesses. The Board of Directors of InstaCare Corp.
will meet within the next week to consider these proposals and other
opportunities, some previously discussed, with the singular objective to
enhance shareholder value. The Board will also discuss the addition of
outside director
InstaCare offers a variety of unique products for medical care and
management including diabetes monitoring systems, wound care and ostomy
products and more. The Company's innovative technology includes a
palm-sized computer allowing physicians to have patients' histories,
medication and more at hand. ISCR employs a technology push business model,
employing its proprietary technologies to add value to the medical products
it distributes.
"As a leader in the development of medical IT solutions, we often
receive inquiries from other companies who desire to either enter our fast
growing market segments, to bolster existing competitive positions without
a need to spend on expensive and lengthy product development projects,"
commented Keith Berman, InstaCare's CFO "We have a responsibility to
consider all opportunities and make the decisions which are in the best
interest of our shareholders. The latest opportunities we are considering
are intriguing, accretive, and potentially highly enriching."
About InstaCare Corp.
InstaCare Corp. is an emerging fulfillment provider of prescription
drugs, diagnostics and specialty medical supplies through several
profitable and opportunity laden medical distribution channels. The company
is also a leading provider of Internet-enhanced PDA devices applicable to
healthcare, lodging, and satellite rebroadcast industries. Its proprietary
MD@Hand and MD@Desktop technologies and systems manage critical data,
enhance productivity and e- commerce, and facilitate communication for many
channels in the healthcare industry.
Safe Harbor Statement
This release contains forward-looking statements about our business or
financial condition that reflect our assumptions and beliefs based on
information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized.
There may be other risks and circumstances that we are unable to predict.
When used in this release, words such as "believes," "expects,"
"forecasts," "intends," "projects," "plans," "anticipates," "estimates" and
similar expressions are intended to identify forward-looking statements,
although there may be certain statements not accompanied by such
expressions.
For further information, please contact: Premier Funding & Financial
Marketing LLC, Kelly Black (480) 649-8224, or visit: www.instacare.net.
Investors who want the truth here is another snippet from 2011.
InstaCare Corp. Receives Second Confidential Merger Offer From NASDAQ Traded Company
09 May, 2011, 09:20 ET from InstaCare Corp.
LOS ANGELES, May 9, 2011 /PRNewswire/ -- InstaCare Corp. (OTCQB: ISCR), a leading provider of home and prescription diagnostic products for the chronically ill, including the revolutionary Shasta Genstrip targeted at the $20 billion diabetes care and at-home testing markets, and a leading developer of advanced cell phone centric e-health products and technologies, today acknowledged receipt of a second confidential merger offer from a NASDAQ traded company and has submitted this proposal to its Board of Directors for review.
The Board of Directors of InstaCare Corp. also received and reviewed a prior merger proposal from the same company. This earlier proposal was reviewed by the Board and resulted in rejection, and has subsequently been followed by the InstaCare Board submitting a number of counter proposals.
Robert Jagunich, Chairman of InstaCare Corp. commented, "Although we have received two offers, both at premiums to current market prices, it is the Board's belief that based on our analysis, as verified independently in the Walling reports of January 24 and March 2, InstaCare offers more value to its shareholders by remaining independent. However, the Board is still exploring the current proposal. At this time, even with a proposal in hand, InstaCare continues to explore its options, as well as other shareholder value enhancing opportunities."
Mr. Jagunich continued, "Shareholders do not need to take action at this time. The Board will take action in due course."
For more information about InstaCare Corp., Pharma Tech Solutions, Inc. and/or its revolutionary MD@Hand cell phone centric technologies, please visit the InstaCare web site www.instacare.net or www.pharmatechdirect.com, or call the company at (805) 446-2973.
This 3rd press released merger announcement also got attention and excitement when the stock went from 4 to 8 cents on several million shares. But just like the other 2 announced "nameless" companies, this also did not happen.
TAUG was the more recent one.
Hello Johnny, yes let me be more specific. The short position that is created every day and covered through the certificates Keith issues is not what I am referring to. Investors can go to the otc short list and get an idea of exactly how much dilution is happening , because those shares are the ones backed by a certificate from Keiths company.
The short "talk" I feel is wrong is Keith telling shareholders " 5 million, 8 million, 15 million shares are currently naked shorted" . A CEO should never say that, it is stock talk and to me it is a way to get traders talking about a squeeze on the message boards he loves so much. If people buy in thinking someone will be squeezed and it is profit to them, that is wrong.
No one carries a naked short position here, it is also illegal.
Last year when Keith threatened to cancel Bens certificate because they both had a fight, that is also not ethical.
Harry Aharonian and Chris Janish come to mind in the above situation. Keith didn't have to pay back over 3 million dollars when those guys were indicted. The 3 million showed on the balance sheet in November 2009 . It also seemed to be leaked before hand and in that case the stock went from 1 penny to 32 cents.
Nonsequetor, but the financer might have done business with DECN for many years and have certain arrangements in place. Maybe we should ask Leirum.
Non, did you notice the PR said 1 year sales agreement and the Quarterly said 2 year agreement?
Sal, no one has a short position here at DECN. However Keith has told numerous shareholders that a short position exists. This is also untrue. Let us talk about Dennis Cantor.
Oily, keith is not crazy, I do not believe he is. His actions sometimes appear that way when speaking to shareholders, but it may be an act. Calculated is a better word.
Personally I feel he looks at these message boards as free publicity for his company. From Silicon Investor to Raging Bull to IHUB to Yahoo and now the Hangout. By creating this never ending controversy he creates free and lasting publicity. It does work. When he takes calls from shareholders he always drops the hint to read message boards. This in my view is wrong.
I have known him for a long time with his frugal obsessions. Even more recent when he fought to lower the West Lake Village rent.
Point being, all through out his leadership "self labeling principal executive is not an accident" the engineering aspect coupled with the ability to issue shares is relatively easy to hide behind through lack of general technology education in the field of what things truly cost.
If you look at the 45 million in money Keith raised for this venture you will notice these issuances are at 1 cent , 6 cents, 10 cents etc. 45 million of cash burned through is telling enough, but if you look closer at the time of issuances you will see the 6 cent stock many times was sold for 20 cents , 50 cents or more during the price rises. So in essence even though 45 million in accumulated deficit was written on the books at the time of issuance, the investors in the secondary market may have paid several times that value. Potentially this company could have generated hundreds of millions in losses for the actual investors in the market. The 45 million is the absolute rock bottom number that the company valued them at.
The recent offshore investments will be impossible to audit. This is the importance of ethics in leadership. Just as a lawyer is only as ethical as his moral compass, a company works the same way. Personally I feel that CEO's should respond to an ethics review board.
When shareholders call in, he says " JNJ paid 50 million for this suit, then he says 90 million , then he says tens of millions" the number is always different. For him to make such statements is wrong and misleading. He has no idea what JNJ spends on this litigation. It is wrong to say he does.
Lack of ethics is what I am seeing. As a friend I need you to see how others see this.
Rest assured Keith life is a circle, some people never realize it when they are young and history catches up. As we get older Keith, people realize money isn't the answer. Never was. It is appealing to the young that chase it as it represents hope. Your old enough now to realize it never made you happy. But hence my question, what is it about now?
These shareholders are strangers to you, the way you speak to them on the phone and ad nauseum on the message boards for decades is disparaging , spiteful , vengeful and entitled.
When you fell out with Steven levy , then Bob Cox then Darryl Cohen and now don your creepy goalie mask against the world, it paints a picture of what your about.
Shareholders, like a football team usually encourage a company for success. Many times they help the company and offer connections. Every time you speak to them it is always the same shtick . You put emotions in their mouth and accuse them of hating you for getting them "stuck in the stock" then requesting more money from them and goading them if they don't invest all will be lost. Its like a broken record for you.
The telling and insidious part is when you gloat about it. Real people invest in you under false pretenses and for some reason you put it on them and I hear your gloating and spiteful comments.
You know you canno't blame shareholders. The problem is you lie to them and hide behind broad statements in the filings.
When a mans words don't match his actions, I watch his actions.
Keith you are not entitled to other peoples money.
I have known Keith Berman for a very long time. He doesn't have many people he trusts or would consider a friend, I believe i am one of the few.
Since he has become increasingly sensitive and defensive over the last few years and since he has an obsession with these message boards, I feel this may be the best venue to speak with you without you emoting and shutting me down again.
Keith , at this point in time I don't know what to think your overall purpose was for this venture. I have been here for all your engineering designs and plans, but the reasons for lack of execution troubles me and I see a pattern. In science, twice is not a coincidence and three times is definitely a calculated pattern. The question is why? Is it as simple as money? Is it the inner desire to "one up" a perceived wrong from a human connection you couldn't overcome or let go ?
A lame example of making lemonade out of lemons comes to mind. Running away from problems is never an answer. But like I say , maybe it is all part of a calculated plan,