Decision Diagnostics Corp (DECN)

[loanranger]

"I just now attempted to sell those DECN dividend shares again but was informed that they were non-negotiable."
They should have told you why. I believe that, with the proper (and necessary) opinion letter from either your or the company's attorney they can be sold. One of the other requirements is that the company must be current in its public information...there have been times since 2011 when the company has not been current and during those times the shares could not have been sold, but for THE MOMENT that is not the case.

Management issued two press releases at the end of 2011 without providing any guidance at all as to how shareholders should proceed to extract the value from those dividend shares. It's no surprise, really.
http://www.prnewswire.com/news-releases/decision-diagnostic-corp-formerly-instacare-announces-10-stock-dividend-135090363.html
http://www.prnewswire.com/news-releases/decision-diagnostic-corp-clarifies-10-stock-dividend-announces-patent-enforcement-strategy-136255478.html

The first one said "In addition, the Board of Directors wanted to reward our shareholders with a one-time 10% stock dividend, and we are excited to announce that today."
This type of action is typical of small cap companies...it acts to promote the stock without actually providing any benefit to retail shareholders. The word "restricted" doesn't even appear in either release. The only holders who actually benefit are those holding enough shares to offset the costs (legal opinion letter charges) that will arise when they are able to sell them...which in this case could have been done six months after they were issued. So instead of benefiting the retail holder, the dividend actually ends up diluting their holding....the large holders can and do sell their dividend shares while the retail holders just get to look at them sitting in their account statements, essentially useless.
This lawyer**** will provide an opinion letter for properly documented shares for $275....there are undoubtedly other costs (and I have never done this so I'm guessing) involved in securing the share certificate or certified copies thereof and paper shuffling. So if it costs a total of $500 (including the cost of aspirin and valium) to get the shares sold, one would have to be holding around 5,000 dividend shares (today's price is $.11) or it isn't worth the bother.

**** http://www.steverobertslaw.com/rule144.html
Provided for educational purposes only. I don't know him and am absolutely not vouching for him.
I have an idea that you might want to run by your broker, though. OTCMarkets requires an attorney opinion letter to be provided and filed by the company annually to, amongst other things, vouch for the fact that the company filings provide "adequate public information within the meaning of Rule 144(c)(2)", which is exactly what is required to "unrestrict" your dividend shares. The latest letter, filed on 4/3/16 and applying to the company statements as of 12/31/15, can be seen at https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=152317 .
Maybe that letter can be used to supplement whatever other information that your broker should tell you is required in order to free those shares up for trading.
(I know you said that for you it's just lunch money, but perhaps for others it's more than that.)


This unlikely management expectation was part of the promotion (no question...that's what it was) in both releases:
"This Dividend and the changes to the company's capital structure are part of an effort to qualify to have our common stock to be listed on a national exchange, with the goal of applying to the NASDAQ Bx exchange in 2012."

The capital structure change refers to the 1:14 reverse split and the qualification it was intended to achieve was the minimum price requirement of the brand new NASDAQ Bx exchange.
"For initial listing, a minimum initial price of $0.25 per share for securities previously listed on a national securities exchange and $1.00 per share for securities not previously listed on a national securities exchange"
https://www.reedsmith.com/en-US/NASDAQs-BX-Venture-Market--A-New-Listing-Option-for-Smaller-Companies-09-12-2011/

The company had never been listed on a national exchange. The share price didn't get over $1.00 for almost two years (November 2013), stayed there for two days, and retreated from there, never to return.
http://www.nasdaq.com/symbol/decn/historical

In its latest Annual Report filed with OTCMarkets on April 3, 2016 the company is still saying this:
"As part our efforts to secure a listing on a new stock exchange, we completed another action with the
NVSOS, where a previously approved board resolution to reverse split our shares was finalized. Our stock
was split whereby one new share of the company’s common stock was exchanged for every fourteen
previously issued and outstanding shares of our $.001 par value common stock. This action was effective as
of November 25, 2011. All share references included herein have been retroactively restated to reflect the
1:14 reverse split."

The company hasn't been qualified for a listing on ANY exchange since it first announced that it was undergoing "an effort to qualify to have our common stock to be listed on a national exchange" in the 2011 press releases linked above...and not just because of its failure to meet share price requirements.
All of the national exchanges have language that indicates:
"Each Company applying for initial listing must be audited by an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board, as provided for in Section 102 of the Sarbanes-Oxley Act."
This company has no auditor.

And language that says this:
" Each Company must have, and certify that it has and will continue to have, an audit committee of at least three members, each of whom must: (i) be an Independent Director...."
This company has no audit committee.

There are a number of initial listing requirements involving financial measurements and corporate governance standards that the company does not meet and has exhibited no intention of meeting (has there been a shareholder meeting announced to elect independent directors, as ALL the nation exchanges require?), but you get the point.
There's nothing in this company's history of corporate actions since 2011 that indicates that they have intended "to qualify to have our common stock to be listed on a national exchange" other than that 5 year old reverse split that didn't get it done.

The idea that's currently being floated (without being described)....
"There is another path to uplist and this path for a small company is the wave of the future."
...is likely to have the same result.
I repeat, the company is not even close to being qualified to be listed on any National Exchange.


The company's representatives are generally allowed to make promises in their public statements and filings like this endless string of listing promises by the rules that govern "forward looking statements" if they are couched in language like "part of an effort", "hope", "intend", etc. But when there is nothing done to pursue the goal for five years they become obvious empty promises (aka, just plain bullshit) and as such could constitute an "Employment of Manipulative and Deceptive Practices" (see SEC Rule 10b-5).



GL.