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Wednesday, April 22, 2009 11:40:34 AM
don't you read the emed mother company's sec filings? all those white papers and projections are bogus. the ceo williams et al stole from both corps and was fired for cause.
there is a company leer jet and five homes and stealing all of both corps money. malet and kite and bednarsdki were all in on it. whistle blowers micheal de la garza is now ceo , he is suing using a mr la ganke and david de lozier attys in phx az to sue them for civil fraud , the books were cooked too. also the judge did a restraining order against mdlg this week. next monday will be heard an appeal of the decision.
the court ruling maybe overturned 21-Apr-09 11:12 pm on monday .. l a ganke has the date and paperwork ready on monday 10 am in az court MDLG'S NEW ATTY 21-Apr-09 04:51 pm <a href="http://www.gddpc.com/">G. David DeLozier, P.C., Attorneys at Law -- Arizona</a>
Form 8-K/A for MEDCOM USA INC
--------------------------------------------------------------------------------
21-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review, Change in Directo
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 3, 2009 the Company filed a Form 8-K, which was amended by a filing on April 6, 2009. Those filings were authorized by Mr. Michael De La Garza, who, as described in Item 5.02, was not an authorized officer of the Company. In view of the unusual circumstances described in Item 5.02, the current Board of Directors needs time to investigate the accuracy of the Company's financial statements. Until further notice in a subsequent Form 8-K filing, the Company's financial statements for the years ended June 30, 2008, June 30, 2007, and June 30, 2006 should not be relied upon.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2009, MedCom USA, Incorporated (the "Company") received a temporary restraning order in Arizona Superior Court against Michael De La Garza, requiring him to cease holding himself out to be an officer or director of the Company and requiring him to return to the Company's board of directors all Company property in his possession, custody or control. On April 13, 2009, the Arizona Superior Court, on an application for a preliminary injunction, continued the injunction issued on April 7, 2009 against Mr. De La Garza
. Previous filings from the Company had described the election of Mr. De La Garza to the Company's Board of Directors and his appointment as President and Chief Executive Officer. Based on the records provided to the Company's management, the Company has concluded that:
� Mr. De La Garza was never elected or appointed to those positions and has never held any office with the Company; and
� The Board of Directors of the Company did not authorize the Company to enter into an employment agreement with Mr. De La Garza.
Any statements attributed to the Company to the contrary, including statements in the Company's filings with the Securities Exchange Commission are hereby disclaimed and withdrawn.
On April 7, 2009, the Board of Directors of the Company appointed William L. Bednarski as President. Mr. Bednarski served as the Chief Operating Officer of the Company and of Card Activation Technologies Inc., an affiliate of the Company, from September 2006 through April 2007. Mr. Bednarski served as Vice President of OEM and Licensing Technology with Nellcor Oximetry and Critical Care from January 1992 to October 2004. Mr. Bednarski was employed by Minrad International, Inc. as Chief Operating Officer from February 2005 to January 2006, and as President from January 2006 through August 2006. After leaving the Company and Card Activation Technologies, Mr. Bednarski served as Chief Executive Officer of BMEYE BV, a medical device company in the Netherlands, from May 2007 through March 2008. Mr. Bednarski currently serves as CEO of Mansa Medical, a developer of personal health care records. Mr. Bednarski is a party to an oral employment agreement with the Company, which agreement provides him an opportunity to earn up to $100,000 annually, prorated monthly and determined by the Board of Directors. At such time as the oral employment agreement is reduced to writing, the Company will file it as an exhibit to an amendment to this filing on Form 8-K.
On January 29, 2009, and in subsequent filings, the Company filed a Form 8-K indicating that Mr. William Williams had been removed from the Board of Directors by the other members of the Board. Based on the records provided to the Company's management, Mr. Williams was never removed from the Board of Directors in accordance with applicable law, and any statements attributed to the Company to the contrary are hereby disclaimed and withdrawn.
Form 8-K/A for MEDCOM USA INC
--------------------------------------------------------------------------------
6-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review, Financial Stateme
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company appointed new officers and directors on January 20, 2009 and has commenced an investigation of issues that include, but may not be limited to, possible discrepancies in the amount of the Company's reported current liabilities, possible issues underlying the recording of revenue, in addition to other issues regarding the Company's business and operations, and the actions of former management.
We have consulted our outside SEC Counsel, our independent auditors, Jewett Schwartz, Wolfe and Associates, and prior independent auditor S. E. Clark and Company, P.C., and we have retained outside independent counsel to assist us in further investigation of other matters that effect our 1934 Act presentation and financial statement presentation for periods 2005-2008. Our professionals noted above have recommended to the Board of Directors of MedCom to file an 8K filing for non reliance for Item 4.02 for those years and have recommended that the Company re-audit and restate those years' audits.
For the record, William P. Williams was never appointed or elected to the Board of Directors in accordance with Delaware law and further MedCom never filed an 8K filing declaring his appointment. In essence, Mr. Williams was the defacto sole board member of the Company as the Company has not had a shareholder meeting since March 6, 2001.
During the period of fiscal years ending 2003 - January 20, 2009 at all times the Company was managed by William P. Williams, defacto Sole Director and Officer, his wife, Eva Williams, Secretary and Treasurer, and Michael Malet, Executive Vice President.
During the period of fiscal years ending 2006 and 2007, William Bednarski was Chief Operating Officer.
Mr. Williams appointed on September 3, 2008 four new board members, Michael Malet, Mark Goldfinger, Robert Kite, and David Breslow to the Board of Directors and again these board members were appointed in accordance with Delaware law to fill vacancies, although MedCom never filed the required 8K appointing the new board members. The Company did file a press release of this material matter.
Mr. Williams appointed Michael De La Garza as President on September 21, 2008 in accordance with the By-Laws of MedCom, Mr. De La Garza is also the Chief Executive Officer. This appointment of Mr. De La Garza was in accordance with Delaware law and in accordance with the executed Membership Interest Purchase Agreement Article V, Item 5.6, where MedCom purchased Mr. De La Garza's interest in PayMed USA, LLC and Absolute Medical Software Systems, LLC both Nevada limited liability companies. MedCom did not file a required 8K but the Company did file a press release of this material matter.
On January 20, 2009 Michael Malet resigned as a member of the Board of Directors and the Board appointed Michael De La Garza as a Director, to fill a vacancy, and Robert Kite as Chairman. The Board of Directors removed Mr. Williams as a Board member. Since Mr. Williams was never ratified as a Board member under Delaware law his removal was administrative. The appointments of Mr. De La Garza and Mr. Kite were in accordance with Delaware law and a 8K was filed for this material event.
--------------------------------------------------------------------------------
On February 6, 2009 Pamela Thompson was appointed as Chief Financial Officer and Mark Goldfinger and David Breslow resigned from the Board of Directors at the completion of the Board meeting that day.
MedCom now has two board members, Mr. De La Garza and Mr. Kite. Mr. Kite is fully aware that securities counsel and current and prior independent auditors have recommended the 8K filing pursuant to Item 4.02 but, Mr. Kite refused to approve the filing of the 8K non reliance 4.02 and has actually threatened current management with retaliation if current management attempted to file this requested 8K. However, current management received another Comment Letter dated April 3, 2009 where the SEC gave management guidance and referenced "4.02(b) which mandates similar disclosures if you are advised by, or received notice from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on previously issued report or completed interim review."
The Company believes that that there is a material difference between previously reported filings and the results of the internal investigation disclosed below. Through the internal investigation, certain issues gave rise as to the determination that there may be non-reliance on previously issued financial statements and related 1934 act filings. Included is such issues are the following:
FINANCIAL STATEMENTS DISCREPANCIES:
1. It is a distinct probability that prior management and sales personnel would forge signatures of Doctors to licensing agreements and even fabricated the names of hospitals;
2. It is a possibility that prior management would finance licensing agreements with the Company's financing company for software that was never installed. Prior management did certify that all units were actually installed, when it apparently did not occur;
3. It is a probability that prior management would finance licensing agreements for 48 month terms when in fact the actual term of the license agreements were for12 months. In addition, it is possible that revenues arising from these license agreements were inflated. We have not fully calculated the material difference in revenue from these acts, but current management believes that it is substantial;
4. It is probable that prior management shredded invoices from vendors and documents to conceal the true debt of the Company. Our investigation has found total accounts payables and accrued liabilities of $1,395,603. In contrast, the reported payables in public filings, certified by prior management for the Company was $128,060, which is a difference of $1,267,513;
SECURITIES EXCHANGE OF 1934 ACT DISCREPANCIES:
1. Prior management in fiscal year ended June 30, 2005 reported officer salary of $450,000 for Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $831,322.79, which is a material difference of $381,322.79;
2. Prior management in fiscal year ended June 30, 2006 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $709,258.97 which is a material difference of $259,258.97;
--------------------------------------------------------------------------------
3. Prior management in fiscal year ended June 30, 2007 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $732,641.08 which is a material difference of $282,641.08;
4. Prior management in fiscal year ended June 30, 2008 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments was at least $723,451.45 which is a material difference of $273,451.45. We have not fully investigated the accounting treatment of the additional compensation of Mr. Williams; and
5. It is possible that that prior management issued common stock for no consideration at all. We have not completed our full investigation of the many issuances of common stock to Mr. Williams and Mr. Malet and to related parties and affiliates.
As a result of the above and related significant uncertainties, the approval of a Board of Director, together with the current management of the Company and with a discussion with our independent auditors, independent SEC counsel, outside independent counsel, and our prior independent auditors we have determined that the Company's previously issued fiscal years ended 2005 - 2008 financial statements should not be relied upon and may be inaccurate at this time.
The Company is still investigating the actions of prior management and may discover additional information as well as conclude that financial statements of other prior periods may also need to be restated. The Company will update its findings as they become available.
The Company is currently cooperating with governmental authorities and will continue to do so.
Litigation that was filed in the United States District Court for the District of Arizona, Case No. 2009cv00298, by MedCom and Card Activation Technologies, Inc. against William P. Williams, his wife Eva Williams, Michael Malet, his wife Annette Malet, and various affiliated entities for securities fraud, racketeering, and other state law causes of actions, seeking recovery of more than ten million dollars ($10,000,000). A copy of the Complaint is attached hereto as Exhibit 99.03.
The management of the Company has discussed the matters reported in this Item 4.02 with the Company's independent accountants and securities counsel.
Item 99.01 Other matters
Prior management engaged a firm named Source Capital Group, Inc. for the years starting in 2003 through January 20, 2008. This firm provided an analyst's report for both MedCom USA, Inc, and Card Activation Technologies, Inc. Current management has reviewed the report and the projected expectation of revenue for both companies and determined it to be misrepresented. Therefore, we have removed that analyst report from the Company's website as a consequence of determining that the report never reflected accurately the projected results of both companies and cannot be relied upon.
--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.02 Letter from Jewett, Schwartz, Wolfe and Associates.
99.03 MedCom et.al. v. Williams et.al.
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
3-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company appointed new officers and directors on January 20, 2009 and has commenced an investigation of issues that include, but may not be limited to, possible discrepancies in the amount of the Company's reported current liabilities, possible issues underlying the recording of revenue, in addition to other issues regarding the Company's business and operations, and the actions of former management.
We have consulted our outside SEC Counsel, our independent auditors, Jewett Schwartz, Wolfe and Associates, and prior independent auditor S. E. Clark and Company, P.C., and we have retained outside independent counsel to assist us in further investigation of other matters that effect our 1934 Act presentation and financial statement presentation for periods 2005-2008. Our professionals noted above have recommended to the Board of Directors of MedCom to file an 8K filing for non reliance for Item 4.02 for those years and have recommended that the Company re-audit and restate those years' audits.
For the record, William P. Williams was never appointed or elected to the Board of Directors in accordance with Delaware law and further MedCom never filed an 8K filing declaring his appointment. In essence, Mr. Williams was the defacto sole board member of the Company as the Company has not had a shareholder meeting since March 6, 2001.
During the period of fiscal years ending 2003 - January 20, 2009 at all times the Company was managed by William P. Williams, defacto Sole Director and Officer, his wife, Eva Williams, Secretary and Treasurer, and Michael Malet, Executive Vice President.
During the period of fiscal years ending 2006 and 2007, William Bednarski was Chief Operating Officer.
Mr. Williams appointed on September 3, 2008 four new board members, Michael Malet, Mark Goldfinger, Robert Kite, and David Breslow to the Board of Directors and again these board members were appointed in accordance with Delaware law to fill vacancies, although MedCom never filed the required 8K filing appointing the new board members. The Company did file a press release of this material matter.
Mr. Williams appointed Michael De La Garza as President on September 21, 2008 and in accordance with the By-Laws of MedCom Mr. De La Garza is also the Chief Executive Officer. This appointment of Mr. De La Garza was done in accordance with Delaware law and MedCom did not file a required 8K but the Company did file a press release of this material matter.
On January 20, 2008 Michael Malet resigned as a member of the Board of Directors and the Board appointed Michael De La Garza as a Director and Robert Kite as Chairman. The Board of Directors removed Mr. Williams as a Board member. Since Mr. Williams was never ratified as a Board member under Delaware law his removal was administrative. The appointments of Mr. De La Garza and Mr. Kite were done in accordance with Delaware law and an 8K was filed for this material event.
--------------------------------------------------------------------------------
On February 6, 2008 Pamela Thompson was appointed as Chief Financial Officer and Mark Goldfinger and David Breslow resigned from the Board of Directors at the completion of the Board meeting that day.
MedCom now has two board members, Mr. De La Garza and Mr. Kite. Mr. Kite is fully aware that securities counsel and current and prior independent auditors have recommended the 8K filing pursuant to Item 4.02 but, Mr. Kite refused to approve the filing of the 8K non reliance 4.02 and has actually threatened current management with retaliation if current management attempted to file this requested 8K. However, current management received another Comment Letter dated April 3, 2009 where the SEC gave management guidance and referenced "4.02(b) which mandates similar disclosures if you are advised by, or received notice from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on previously issued report or completed interim review."
The Company believes that that there is a material difference between previously reported filings and the results of the internal investigation disclosed below. Through the internal investigation, certain issues gave rise as to the determination that there may be non-reliance on previously issued financial statements and related 1934 act filings. Included is such issues are the following:
FINANCIAL STATEMENTS DISCREPANCIES:
1. It is a distinct probability that prior management and sales personnel would forge signatures of Doctors to licensing agreements and even fabricated the names of hospitals;
2. It is a possibility that prior management would finance licensing agreements with the Company's financing company for software that was never installed. Prior management did certify that all units were actually installed, when it apparently did not occur;
3. It is a probability that prior management would finance licensing agreements for 48 month terms when in fact the actual term of the license agreements were for12 months. In addition, it is possible that revenues arising from these license agreements were inflated. We have not fully calculated the material difference in revenue from these acts, but current management believes that it is substantial;
4. It is probable that prior management shredded invoices from vendors and documents to conceal the true debt of the Company. Our investigation has found total accounts payables and accrued liabilities of $1,395,603. In contrast, the reported payables in public filings, certified by prior management for the Company was $128,060, which is a difference of $1,267,513;
SECURITIES EXCHANGE OF 1934 ACT DISCREPANCIES:
5. Prior management in fiscal year ended June 30, 2005 reported officer salary of $450,000 for Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $831,322.79, which is a material difference of $381,322.79;
6. Prior management in fiscal year ended June 30, 2006 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $709,258.97 which is a material difference of $259,258.97;
--------------------------------------------------------------------------------
7. Prior management in fiscal year ended June 30, 2007 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $732,641.08 which is a material difference of $282,641.08;
8. Prior management in fiscal year ended June 30, 2008 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments was at least $723,451.45 which is a material difference of $273,451.45. We have not fully investigated the accounting treatment of the additional compensation of Mr. Williams; and
9. It is possible that that prior management issued common stock for no consideration at all. We have not completed our full investigation of the many issuances of common stock to Mr. Williams and Mr. Malet and to related parties and affiliates.
As a result of the above and related significant uncertainties, the approval of a Board of Director, together with the current management of the Company and with a discussion with our independent auditors, independent SEC counsel, outside independent counsel, and our prior independent auditors we have determined that the Company's previously issued fiscal years ended 2005 - 2008 financial statements should not be relied upon and may be inaccurate at this time.
The Company is still investigating the actions of prior management and may discover additional information as well as conclude that financial statements of other prior periods may also need to be restated. The Company will update its findings as they become available.
The Company is currently cooperating with governmental authorities and will continue to do so.
Litigation that was filed in the United States District Court for the District of Arizona, Case No. 2009cv00298, by MedCom and Card Activation Technologies, Inc. against William P. Williams, his wife Eva Williams, Michael Malet, his wife Annette Malet, and various affiliated entities for securities fraud, racketeering, and other state law causes of actions, seeking recovery of more than ten million dollars ($10,000,000). A copy of the Complaint is attached hereto as Exhibit 9.01.
The management of the Company has discussed the matters reported in this Item 4.02 with the Company's independent accountants and securities counsel.
Item 99.01 Other matters
Prior management engaged a firm named Source Capital Group, Inc. for the years starting in 2003 through January 20, 2008. This firm provided an analyst's report for both MedCom USA, Inc, and Card Activation Technologies, Inc. Current management has reviewed the report and the projected expectation of revenue for both companies and determined it to be misrepresented. Therefore, we have removed that analyst report from the Company's website as a consequence of determining that the report never reflected accurately the projected results of both companies and cannot be relied upon.
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
29-Jan-2009
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2009, the Board of Directors of MedCom USA, Inc (the "Corporation") pursuant to Article V Section 4 of the By-Laws of the Corporation removed William P. Williams.
However, Michael Malet resigned as the member of the Board of Directors.
On January 20, 2009, the Board of Directors removed William P. Williams as President, Chief Executive Officer and Principle Accounting Officer, and removed Eva Williams as the Secretary and Treasurer of the Corporation.
However, Michael Malet resigned as Executive Vice President of the Corporation,
On January 20, 2009, the Board of Directors appointed Michael Delagarza as a member of the Board of Directors. On January 20, 2009, the Board of Directors appointed Michael Delagarza as President and, in accordance with Article V
Section 4 of the By-Laws, Chief Executive Officer of the Corporation.
Michael De La Garza's biography is as follows:
Michael De La Garza is a health care executive with over 20 years of experience. His experiences have been most recently in acute care hospitals serving in CIO/CTO. Mr. De La Garza has been the CEO of Absolute Medical Software Systems, LLC and PayMed USA, LLC since 2001 through the present for the past seven (7) years serving as CEO and President. His experience is also complimented by serving as CEO and administrator of a chain of diagnostic imaging centers in Texas and surrounding states since 2005. He has been employed as a healthcare consultant for both profit and not for profit health care facilities.
Mr. De La Garza has a thorough understanding of all aspects of operations including the financial and physician side of the health care environment. He has served as CEO and founder of five accidents and injury physician clinic comprised of over 15 physicians. Other unique features in his career include serving in a position of Director of Business Development for a large medical billing company. He has also been involved in "certificate of need "review processes and community health planning for the diagnostic imaging centers.
Mr. De La Garza has developed and operated his own consulting firm. The focus of his consulting activities was on hospitals and physician practice development. The consulting areas included regulatory compliance, physician practice auditing, feasibility studies for imaging facilities and insurance billing and collection auditing.
Mr. De La Garza has a technology degree from Danforth College in Texas City, Texas as well as attending South West Texas State College in San Marcos, Texas.
--------------------------------------------------------------------------------
Card Activation Technologies, Inc. Announces Appointment of New Board Member and Removal of Two Existing Board Members
Thursday January 29, 2009, 7:30 am EST
Buzz up! Print Related:Card Activation Technologies Inc., Medcom USA Inc.
HENDERSON, Nev., Jan. 29 /PRNewswire-FirstCall/ -- Card Activation Technologies (OTC Bulletin Board: CDVT - News)
Related Quotes
Symbol Price Change
CDVT.OB 0.05 -0.00
EMED.OB 0.0180 -0.0020
{"s" : "cdvt.ob,emed.ob","k" : "c10,l10,p20,t10","o" : "","j" : ""} January 27, 2009 Michael DeLaGarza was appointed President and Director of the Corporation, Card Activation Technologies, Inc. Therefore in accordance with the By-Laws of the Corporation, Michael DeLaGarza is also Chief Executive Officer of the Corporation.
January 27, 2009 William P. Williams resigned as the Chairman, Director, Principle Accountant, and Chief Executive Officer, Michael Malet resigned as the Director and Executive Vice President of the Corporation and Eva Williams resigned as the Secretary and Treasurer of the Corporation.
Michael DeLaGarza's biography is as follows:
Michael DeLaGarza is a health care executive with over 20 years of
experience. His experiences have been most recently in acute care
hospitals serving in CIO/CTO. Mr. DeLaGarza has been the CEO of Absolute
Medical Software Systems, LLC and PayMed USA, LLC since 2001 through the
present, for the past seven (7) years serving as CEO and President. His
experience is also complimented by serving as CEO and administrator of a
chain of diagnostic imaging centers in Texas and surrounding states since
2005. He has been employed as a healthcare consultant for both profit and
not for profit health care facilities.
Mr. DeLaGarza has a thorough understanding of all aspects of operations
including the financial and physician side of the health care
environment. He has served as CEO and founder of five accidents and
injury physician clinic comprised of over 15 physicians. Other unique
features in his career include serving in a position of Director of
Business Development for a large medical billing company. He has also
been involved in "certificate of need" review processes and community
health planning for the diagnostic imaging centers.
Mr. DeLaGarza has developed and operated his own consulting firm. The
focus of his consulting activities was on hospitals and physician
practice development. The consulting areas included regulatory
compliance, physician practice auditing, feasibility studies for imaging
facilities and insurance billing and collection auditing.
Mr. DeLaGarza has a technology degree from Danforth College in Texas
City, Texas as well as attending South West Texas State College in San
Marcos, Texas.
About Card Activation Technologies
Card Activation Technologies, Inc. is a Chicago-based company that owns proprietary patented payment transaction technology used for processing gift cards, phone cards and other debit purchase transactions. The company is actively seeking to license its technology to the thousands of current users and believes that many retailers, gas stations, phone companies and others that utilize those stored value cards, such as gift and debit, infringe its patent. As a result, the company is aggressively pursuing litigation against these infringements. The Federal Reserve Bank of Philadelphia estimated prepaid card market to be valued in excess of $181.7 billion in transactions in 2006. According to market forecasts, the prepaid industry will grow to $421.5 Billion by 2010. For further information about Card Activation Technologies go to. http://www.cardactivationtech.com/ MedCom USA Inc. (OTC Bulletin Board: EMED - News) is a majority shareholder in Card Activation Technologies Inc. www.medcomusa.com.
Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Card Activation Technologies, Inc. (the Company) to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) defend its patent; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under "Search for Company Filings."
Contacts for Card Activation Technologies Inc.
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--------------------------------------------------------------------------------
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
20-Feb-2009
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2009, the Board of Directors accepted the resignation of both David Breslow and Mark Goldfinger. There were no disagreements with David Breslow or Mark Goldfinger on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
The Board of Directors named Robert Kite as the Chairman of the Board leaving two current members of the Board of Directors.
Effective February 19, 2009, the Company appointed Pamela Thompson as the company's Chief Financial Officer, Secretary, and Treasurer. Ms. Thompson's appointment is a result of the company's removal of William P. Williams on January 23, 2009.
Ms. Thompson holds a Bachelor of Science from Minnesota State University - Moorhead in Accountancy and holds her licenses as a Certified Public Accountant in the State of Arizona. She is a member of the Arizona Society of Certified Public Accountants and American Institute of Certified Public Accountants, and is the founder and principle Executive Officer of Pamela J. Thompson CPA, P.C. She is also a member of the Arizona Society of Certified Public Accountants, and Multiple Joys, Inc.
Pamela Thompson has been an independent CPA since 1993. Prior to 1993, Ms. Thompson practiced public accounting for the international firm of Arthur Andersen and Pannell Kerr Forester, and a regional firm Eide, Bailey and Company. Ms. Thompson has been featured in Wall Street Journal, Arizona Republic, New Jersey Star, Arizona Women's Success Magazine, National Basketball Players Association Magazine, Behind the Bench: National Basketball Wives Association Magazine.
In connection with this appointment the Company entered into a three-year employment agreement with Ms. Thompson. The agreement provides for a base salary of $150,000 with bonus features she will participate in the Company's health, disability and dental benefits, insurance programs, pension and retirement plans, and all other employee benefit and compensation arrangements available to other senior officers of the Company. Ms. Thompson also received 1,000,000 shares of common stock of the Company for being a Whistle Blower. The Company will also reimburse Ms. Thompson for all business expenses incurred by her in connection with her employment with the Company. The agreement also provides certain severance provisions in the event Ms. Thompson's employment is terminated as a result of her death, disability, or for Cause (as defined in the agreement).
In addition to the above, in connection with the appointment of Michael De La Garza the Chief Executive Officer and President the Company entered into a three-year employment agreement with Mr. De La Garza. The agreement provides for a base salary of $250,000 with bonus features he will participate in the Company's health, disability and dental benefits, insurance programs, pension and retirement plans, and all other employee benefit and compensation arrangements available to other senior officers of the Company. Mr. De La Garza also received 1,000,000 shares of common stock of the Company for being a Whistle Blower. The Company will also reimburse Mr. De La Garza for all business expenses incurred by him in connection with his employment with the Company. The agreement also provides certain severance provisions in the event Mr. De La Garza's employment is terminated as a result of his death, disability, or for Cause (as defined in the agreement).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
there is a company leer jet and five homes and stealing all of both corps money. malet and kite and bednarsdki were all in on it. whistle blowers micheal de la garza is now ceo , he is suing using a mr la ganke and david de lozier attys in phx az to sue them for civil fraud , the books were cooked too. also the judge did a restraining order against mdlg this week. next monday will be heard an appeal of the decision.
the court ruling maybe overturned 21-Apr-09 11:12 pm on monday .. l a ganke has the date and paperwork ready on monday 10 am in az court MDLG'S NEW ATTY 21-Apr-09 04:51 pm <a href="http://www.gddpc.com/">G. David DeLozier, P.C., Attorneys at Law -- Arizona</a>
Form 8-K/A for MEDCOM USA INC
--------------------------------------------------------------------------------
21-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review, Change in Directo
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 3, 2009 the Company filed a Form 8-K, which was amended by a filing on April 6, 2009. Those filings were authorized by Mr. Michael De La Garza, who, as described in Item 5.02, was not an authorized officer of the Company. In view of the unusual circumstances described in Item 5.02, the current Board of Directors needs time to investigate the accuracy of the Company's financial statements. Until further notice in a subsequent Form 8-K filing, the Company's financial statements for the years ended June 30, 2008, June 30, 2007, and June 30, 2006 should not be relied upon.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2009, MedCom USA, Incorporated (the "Company") received a temporary restraning order in Arizona Superior Court against Michael De La Garza, requiring him to cease holding himself out to be an officer or director of the Company and requiring him to return to the Company's board of directors all Company property in his possession, custody or control. On April 13, 2009, the Arizona Superior Court, on an application for a preliminary injunction, continued the injunction issued on April 7, 2009 against Mr. De La Garza
. Previous filings from the Company had described the election of Mr. De La Garza to the Company's Board of Directors and his appointment as President and Chief Executive Officer. Based on the records provided to the Company's management, the Company has concluded that:
� Mr. De La Garza was never elected or appointed to those positions and has never held any office with the Company; and
� The Board of Directors of the Company did not authorize the Company to enter into an employment agreement with Mr. De La Garza.
Any statements attributed to the Company to the contrary, including statements in the Company's filings with the Securities Exchange Commission are hereby disclaimed and withdrawn.
On April 7, 2009, the Board of Directors of the Company appointed William L. Bednarski as President. Mr. Bednarski served as the Chief Operating Officer of the Company and of Card Activation Technologies Inc., an affiliate of the Company, from September 2006 through April 2007. Mr. Bednarski served as Vice President of OEM and Licensing Technology with Nellcor Oximetry and Critical Care from January 1992 to October 2004. Mr. Bednarski was employed by Minrad International, Inc. as Chief Operating Officer from February 2005 to January 2006, and as President from January 2006 through August 2006. After leaving the Company and Card Activation Technologies, Mr. Bednarski served as Chief Executive Officer of BMEYE BV, a medical device company in the Netherlands, from May 2007 through March 2008. Mr. Bednarski currently serves as CEO of Mansa Medical, a developer of personal health care records. Mr. Bednarski is a party to an oral employment agreement with the Company, which agreement provides him an opportunity to earn up to $100,000 annually, prorated monthly and determined by the Board of Directors. At such time as the oral employment agreement is reduced to writing, the Company will file it as an exhibit to an amendment to this filing on Form 8-K.
On January 29, 2009, and in subsequent filings, the Company filed a Form 8-K indicating that Mr. William Williams had been removed from the Board of Directors by the other members of the Board. Based on the records provided to the Company's management, Mr. Williams was never removed from the Board of Directors in accordance with applicable law, and any statements attributed to the Company to the contrary are hereby disclaimed and withdrawn.
Form 8-K/A for MEDCOM USA INC
--------------------------------------------------------------------------------
6-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review, Financial Stateme
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company appointed new officers and directors on January 20, 2009 and has commenced an investigation of issues that include, but may not be limited to, possible discrepancies in the amount of the Company's reported current liabilities, possible issues underlying the recording of revenue, in addition to other issues regarding the Company's business and operations, and the actions of former management.
We have consulted our outside SEC Counsel, our independent auditors, Jewett Schwartz, Wolfe and Associates, and prior independent auditor S. E. Clark and Company, P.C., and we have retained outside independent counsel to assist us in further investigation of other matters that effect our 1934 Act presentation and financial statement presentation for periods 2005-2008. Our professionals noted above have recommended to the Board of Directors of MedCom to file an 8K filing for non reliance for Item 4.02 for those years and have recommended that the Company re-audit and restate those years' audits.
For the record, William P. Williams was never appointed or elected to the Board of Directors in accordance with Delaware law and further MedCom never filed an 8K filing declaring his appointment. In essence, Mr. Williams was the defacto sole board member of the Company as the Company has not had a shareholder meeting since March 6, 2001.
During the period of fiscal years ending 2003 - January 20, 2009 at all times the Company was managed by William P. Williams, defacto Sole Director and Officer, his wife, Eva Williams, Secretary and Treasurer, and Michael Malet, Executive Vice President.
During the period of fiscal years ending 2006 and 2007, William Bednarski was Chief Operating Officer.
Mr. Williams appointed on September 3, 2008 four new board members, Michael Malet, Mark Goldfinger, Robert Kite, and David Breslow to the Board of Directors and again these board members were appointed in accordance with Delaware law to fill vacancies, although MedCom never filed the required 8K appointing the new board members. The Company did file a press release of this material matter.
Mr. Williams appointed Michael De La Garza as President on September 21, 2008 in accordance with the By-Laws of MedCom, Mr. De La Garza is also the Chief Executive Officer. This appointment of Mr. De La Garza was in accordance with Delaware law and in accordance with the executed Membership Interest Purchase Agreement Article V, Item 5.6, where MedCom purchased Mr. De La Garza's interest in PayMed USA, LLC and Absolute Medical Software Systems, LLC both Nevada limited liability companies. MedCom did not file a required 8K but the Company did file a press release of this material matter.
On January 20, 2009 Michael Malet resigned as a member of the Board of Directors and the Board appointed Michael De La Garza as a Director, to fill a vacancy, and Robert Kite as Chairman. The Board of Directors removed Mr. Williams as a Board member. Since Mr. Williams was never ratified as a Board member under Delaware law his removal was administrative. The appointments of Mr. De La Garza and Mr. Kite were in accordance with Delaware law and a 8K was filed for this material event.
--------------------------------------------------------------------------------
On February 6, 2009 Pamela Thompson was appointed as Chief Financial Officer and Mark Goldfinger and David Breslow resigned from the Board of Directors at the completion of the Board meeting that day.
MedCom now has two board members, Mr. De La Garza and Mr. Kite. Mr. Kite is fully aware that securities counsel and current and prior independent auditors have recommended the 8K filing pursuant to Item 4.02 but, Mr. Kite refused to approve the filing of the 8K non reliance 4.02 and has actually threatened current management with retaliation if current management attempted to file this requested 8K. However, current management received another Comment Letter dated April 3, 2009 where the SEC gave management guidance and referenced "4.02(b) which mandates similar disclosures if you are advised by, or received notice from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on previously issued report or completed interim review."
The Company believes that that there is a material difference between previously reported filings and the results of the internal investigation disclosed below. Through the internal investigation, certain issues gave rise as to the determination that there may be non-reliance on previously issued financial statements and related 1934 act filings. Included is such issues are the following:
FINANCIAL STATEMENTS DISCREPANCIES:
1. It is a distinct probability that prior management and sales personnel would forge signatures of Doctors to licensing agreements and even fabricated the names of hospitals;
2. It is a possibility that prior management would finance licensing agreements with the Company's financing company for software that was never installed. Prior management did certify that all units were actually installed, when it apparently did not occur;
3. It is a probability that prior management would finance licensing agreements for 48 month terms when in fact the actual term of the license agreements were for12 months. In addition, it is possible that revenues arising from these license agreements were inflated. We have not fully calculated the material difference in revenue from these acts, but current management believes that it is substantial;
4. It is probable that prior management shredded invoices from vendors and documents to conceal the true debt of the Company. Our investigation has found total accounts payables and accrued liabilities of $1,395,603. In contrast, the reported payables in public filings, certified by prior management for the Company was $128,060, which is a difference of $1,267,513;
SECURITIES EXCHANGE OF 1934 ACT DISCREPANCIES:
1. Prior management in fiscal year ended June 30, 2005 reported officer salary of $450,000 for Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $831,322.79, which is a material difference of $381,322.79;
2. Prior management in fiscal year ended June 30, 2006 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $709,258.97 which is a material difference of $259,258.97;
--------------------------------------------------------------------------------
3. Prior management in fiscal year ended June 30, 2007 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $732,641.08 which is a material difference of $282,641.08;
4. Prior management in fiscal year ended June 30, 2008 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments was at least $723,451.45 which is a material difference of $273,451.45. We have not fully investigated the accounting treatment of the additional compensation of Mr. Williams; and
5. It is possible that that prior management issued common stock for no consideration at all. We have not completed our full investigation of the many issuances of common stock to Mr. Williams and Mr. Malet and to related parties and affiliates.
As a result of the above and related significant uncertainties, the approval of a Board of Director, together with the current management of the Company and with a discussion with our independent auditors, independent SEC counsel, outside independent counsel, and our prior independent auditors we have determined that the Company's previously issued fiscal years ended 2005 - 2008 financial statements should not be relied upon and may be inaccurate at this time.
The Company is still investigating the actions of prior management and may discover additional information as well as conclude that financial statements of other prior periods may also need to be restated. The Company will update its findings as they become available.
The Company is currently cooperating with governmental authorities and will continue to do so.
Litigation that was filed in the United States District Court for the District of Arizona, Case No. 2009cv00298, by MedCom and Card Activation Technologies, Inc. against William P. Williams, his wife Eva Williams, Michael Malet, his wife Annette Malet, and various affiliated entities for securities fraud, racketeering, and other state law causes of actions, seeking recovery of more than ten million dollars ($10,000,000). A copy of the Complaint is attached hereto as Exhibit 99.03.
The management of the Company has discussed the matters reported in this Item 4.02 with the Company's independent accountants and securities counsel.
Item 99.01 Other matters
Prior management engaged a firm named Source Capital Group, Inc. for the years starting in 2003 through January 20, 2008. This firm provided an analyst's report for both MedCom USA, Inc, and Card Activation Technologies, Inc. Current management has reviewed the report and the projected expectation of revenue for both companies and determined it to be misrepresented. Therefore, we have removed that analyst report from the Company's website as a consequence of determining that the report never reflected accurately the projected results of both companies and cannot be relied upon.
--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.02 Letter from Jewett, Schwartz, Wolfe and Associates.
99.03 MedCom et.al. v. Williams et.al.
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
3-Apr-2009
Non-Reliance on Previous Financials, Audits or Interim Review
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The Company appointed new officers and directors on January 20, 2009 and has commenced an investigation of issues that include, but may not be limited to, possible discrepancies in the amount of the Company's reported current liabilities, possible issues underlying the recording of revenue, in addition to other issues regarding the Company's business and operations, and the actions of former management.
We have consulted our outside SEC Counsel, our independent auditors, Jewett Schwartz, Wolfe and Associates, and prior independent auditor S. E. Clark and Company, P.C., and we have retained outside independent counsel to assist us in further investigation of other matters that effect our 1934 Act presentation and financial statement presentation for periods 2005-2008. Our professionals noted above have recommended to the Board of Directors of MedCom to file an 8K filing for non reliance for Item 4.02 for those years and have recommended that the Company re-audit and restate those years' audits.
For the record, William P. Williams was never appointed or elected to the Board of Directors in accordance with Delaware law and further MedCom never filed an 8K filing declaring his appointment. In essence, Mr. Williams was the defacto sole board member of the Company as the Company has not had a shareholder meeting since March 6, 2001.
During the period of fiscal years ending 2003 - January 20, 2009 at all times the Company was managed by William P. Williams, defacto Sole Director and Officer, his wife, Eva Williams, Secretary and Treasurer, and Michael Malet, Executive Vice President.
During the period of fiscal years ending 2006 and 2007, William Bednarski was Chief Operating Officer.
Mr. Williams appointed on September 3, 2008 four new board members, Michael Malet, Mark Goldfinger, Robert Kite, and David Breslow to the Board of Directors and again these board members were appointed in accordance with Delaware law to fill vacancies, although MedCom never filed the required 8K filing appointing the new board members. The Company did file a press release of this material matter.
Mr. Williams appointed Michael De La Garza as President on September 21, 2008 and in accordance with the By-Laws of MedCom Mr. De La Garza is also the Chief Executive Officer. This appointment of Mr. De La Garza was done in accordance with Delaware law and MedCom did not file a required 8K but the Company did file a press release of this material matter.
On January 20, 2008 Michael Malet resigned as a member of the Board of Directors and the Board appointed Michael De La Garza as a Director and Robert Kite as Chairman. The Board of Directors removed Mr. Williams as a Board member. Since Mr. Williams was never ratified as a Board member under Delaware law his removal was administrative. The appointments of Mr. De La Garza and Mr. Kite were done in accordance with Delaware law and an 8K was filed for this material event.
--------------------------------------------------------------------------------
On February 6, 2008 Pamela Thompson was appointed as Chief Financial Officer and Mark Goldfinger and David Breslow resigned from the Board of Directors at the completion of the Board meeting that day.
MedCom now has two board members, Mr. De La Garza and Mr. Kite. Mr. Kite is fully aware that securities counsel and current and prior independent auditors have recommended the 8K filing pursuant to Item 4.02 but, Mr. Kite refused to approve the filing of the 8K non reliance 4.02 and has actually threatened current management with retaliation if current management attempted to file this requested 8K. However, current management received another Comment Letter dated April 3, 2009 where the SEC gave management guidance and referenced "4.02(b) which mandates similar disclosures if you are advised by, or received notice from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on previously issued report or completed interim review."
The Company believes that that there is a material difference between previously reported filings and the results of the internal investigation disclosed below. Through the internal investigation, certain issues gave rise as to the determination that there may be non-reliance on previously issued financial statements and related 1934 act filings. Included is such issues are the following:
FINANCIAL STATEMENTS DISCREPANCIES:
1. It is a distinct probability that prior management and sales personnel would forge signatures of Doctors to licensing agreements and even fabricated the names of hospitals;
2. It is a possibility that prior management would finance licensing agreements with the Company's financing company for software that was never installed. Prior management did certify that all units were actually installed, when it apparently did not occur;
3. It is a probability that prior management would finance licensing agreements for 48 month terms when in fact the actual term of the license agreements were for12 months. In addition, it is possible that revenues arising from these license agreements were inflated. We have not fully calculated the material difference in revenue from these acts, but current management believes that it is substantial;
4. It is probable that prior management shredded invoices from vendors and documents to conceal the true debt of the Company. Our investigation has found total accounts payables and accrued liabilities of $1,395,603. In contrast, the reported payables in public filings, certified by prior management for the Company was $128,060, which is a difference of $1,267,513;
SECURITIES EXCHANGE OF 1934 ACT DISCREPANCIES:
5. Prior management in fiscal year ended June 30, 2005 reported officer salary of $450,000 for Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $831,322.79, which is a material difference of $381,322.79;
6. Prior management in fiscal year ended June 30, 2006 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $709,258.97 which is a material difference of $259,258.97;
--------------------------------------------------------------------------------
7. Prior management in fiscal year ended June 30, 2007 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments, was at least $732,641.08 which is a material difference of $282,641.08;
8. Prior management in fiscal year ended June 30, 2008 reported officer salary of $450,000 of Mr. Williams when Mr. Williams' compensation, when considering personal reimbursements and payments was at least $723,451.45 which is a material difference of $273,451.45. We have not fully investigated the accounting treatment of the additional compensation of Mr. Williams; and
9. It is possible that that prior management issued common stock for no consideration at all. We have not completed our full investigation of the many issuances of common stock to Mr. Williams and Mr. Malet and to related parties and affiliates.
As a result of the above and related significant uncertainties, the approval of a Board of Director, together with the current management of the Company and with a discussion with our independent auditors, independent SEC counsel, outside independent counsel, and our prior independent auditors we have determined that the Company's previously issued fiscal years ended 2005 - 2008 financial statements should not be relied upon and may be inaccurate at this time.
The Company is still investigating the actions of prior management and may discover additional information as well as conclude that financial statements of other prior periods may also need to be restated. The Company will update its findings as they become available.
The Company is currently cooperating with governmental authorities and will continue to do so.
Litigation that was filed in the United States District Court for the District of Arizona, Case No. 2009cv00298, by MedCom and Card Activation Technologies, Inc. against William P. Williams, his wife Eva Williams, Michael Malet, his wife Annette Malet, and various affiliated entities for securities fraud, racketeering, and other state law causes of actions, seeking recovery of more than ten million dollars ($10,000,000). A copy of the Complaint is attached hereto as Exhibit 9.01.
The management of the Company has discussed the matters reported in this Item 4.02 with the Company's independent accountants and securities counsel.
Item 99.01 Other matters
Prior management engaged a firm named Source Capital Group, Inc. for the years starting in 2003 through January 20, 2008. This firm provided an analyst's report for both MedCom USA, Inc, and Card Activation Technologies, Inc. Current management has reviewed the report and the projected expectation of revenue for both companies and determined it to be misrepresented. Therefore, we have removed that analyst report from the Company's website as a consequence of determining that the report never reflected accurately the projected results of both companies and cannot be relied upon.
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
29-Jan-2009
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2009, the Board of Directors of MedCom USA, Inc (the "Corporation") pursuant to Article V Section 4 of the By-Laws of the Corporation removed William P. Williams.
However, Michael Malet resigned as the member of the Board of Directors.
On January 20, 2009, the Board of Directors removed William P. Williams as President, Chief Executive Officer and Principle Accounting Officer, and removed Eva Williams as the Secretary and Treasurer of the Corporation.
However, Michael Malet resigned as Executive Vice President of the Corporation,
On January 20, 2009, the Board of Directors appointed Michael Delagarza as a member of the Board of Directors. On January 20, 2009, the Board of Directors appointed Michael Delagarza as President and, in accordance with Article V
Section 4 of the By-Laws, Chief Executive Officer of the Corporation.
Michael De La Garza's biography is as follows:
Michael De La Garza is a health care executive with over 20 years of experience. His experiences have been most recently in acute care hospitals serving in CIO/CTO. Mr. De La Garza has been the CEO of Absolute Medical Software Systems, LLC and PayMed USA, LLC since 2001 through the present for the past seven (7) years serving as CEO and President. His experience is also complimented by serving as CEO and administrator of a chain of diagnostic imaging centers in Texas and surrounding states since 2005. He has been employed as a healthcare consultant for both profit and not for profit health care facilities.
Mr. De La Garza has a thorough understanding of all aspects of operations including the financial and physician side of the health care environment. He has served as CEO and founder of five accidents and injury physician clinic comprised of over 15 physicians. Other unique features in his career include serving in a position of Director of Business Development for a large medical billing company. He has also been involved in "certificate of need "review processes and community health planning for the diagnostic imaging centers.
Mr. De La Garza has developed and operated his own consulting firm. The focus of his consulting activities was on hospitals and physician practice development. The consulting areas included regulatory compliance, physician practice auditing, feasibility studies for imaging facilities and insurance billing and collection auditing.
Mr. De La Garza has a technology degree from Danforth College in Texas City, Texas as well as attending South West Texas State College in San Marcos, Texas.
--------------------------------------------------------------------------------
Card Activation Technologies, Inc. Announces Appointment of New Board Member and Removal of Two Existing Board Members
Thursday January 29, 2009, 7:30 am EST
Buzz up! Print Related:Card Activation Technologies Inc., Medcom USA Inc.
HENDERSON, Nev., Jan. 29 /PRNewswire-FirstCall/ -- Card Activation Technologies (OTC Bulletin Board: CDVT - News)
Related Quotes
Symbol Price Change
CDVT.OB 0.05 -0.00
EMED.OB 0.0180 -0.0020
{"s" : "cdvt.ob,emed.ob","k" : "c10,l10,p20,t10","o" : "","j" : ""} January 27, 2009 Michael DeLaGarza was appointed President and Director of the Corporation, Card Activation Technologies, Inc. Therefore in accordance with the By-Laws of the Corporation, Michael DeLaGarza is also Chief Executive Officer of the Corporation.
January 27, 2009 William P. Williams resigned as the Chairman, Director, Principle Accountant, and Chief Executive Officer, Michael Malet resigned as the Director and Executive Vice President of the Corporation and Eva Williams resigned as the Secretary and Treasurer of the Corporation.
Michael DeLaGarza's biography is as follows:
Michael DeLaGarza is a health care executive with over 20 years of
experience. His experiences have been most recently in acute care
hospitals serving in CIO/CTO. Mr. DeLaGarza has been the CEO of Absolute
Medical Software Systems, LLC and PayMed USA, LLC since 2001 through the
present, for the past seven (7) years serving as CEO and President. His
experience is also complimented by serving as CEO and administrator of a
chain of diagnostic imaging centers in Texas and surrounding states since
2005. He has been employed as a healthcare consultant for both profit and
not for profit health care facilities.
Mr. DeLaGarza has a thorough understanding of all aspects of operations
including the financial and physician side of the health care
environment. He has served as CEO and founder of five accidents and
injury physician clinic comprised of over 15 physicians. Other unique
features in his career include serving in a position of Director of
Business Development for a large medical billing company. He has also
been involved in "certificate of need" review processes and community
health planning for the diagnostic imaging centers.
Mr. DeLaGarza has developed and operated his own consulting firm. The
focus of his consulting activities was on hospitals and physician
practice development. The consulting areas included regulatory
compliance, physician practice auditing, feasibility studies for imaging
facilities and insurance billing and collection auditing.
Mr. DeLaGarza has a technology degree from Danforth College in Texas
City, Texas as well as attending South West Texas State College in San
Marcos, Texas.
About Card Activation Technologies
Card Activation Technologies, Inc. is a Chicago-based company that owns proprietary patented payment transaction technology used for processing gift cards, phone cards and other debit purchase transactions. The company is actively seeking to license its technology to the thousands of current users and believes that many retailers, gas stations, phone companies and others that utilize those stored value cards, such as gift and debit, infringe its patent. As a result, the company is aggressively pursuing litigation against these infringements. The Federal Reserve Bank of Philadelphia estimated prepaid card market to be valued in excess of $181.7 billion in transactions in 2006. According to market forecasts, the prepaid industry will grow to $421.5 Billion by 2010. For further information about Card Activation Technologies go to. http://www.cardactivationtech.com/ MedCom USA Inc. (OTC Bulletin Board: EMED - News) is a majority shareholder in Card Activation Technologies Inc. www.medcomusa.com.
Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Card Activation Technologies, Inc. (the Company) to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) defend its patent; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov under "Search for Company Filings."
Contacts for Card Activation Technologies Inc.
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--------------------------------------------------------------------------------
Form 8-K for MEDCOM USA INC
--------------------------------------------------------------------------------
20-Feb-2009
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2009, the Board of Directors accepted the resignation of both David Breslow and Mark Goldfinger. There were no disagreements with David Breslow or Mark Goldfinger on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
The Board of Directors named Robert Kite as the Chairman of the Board leaving two current members of the Board of Directors.
Effective February 19, 2009, the Company appointed Pamela Thompson as the company's Chief Financial Officer, Secretary, and Treasurer. Ms. Thompson's appointment is a result of the company's removal of William P. Williams on January 23, 2009.
Ms. Thompson holds a Bachelor of Science from Minnesota State University - Moorhead in Accountancy and holds her licenses as a Certified Public Accountant in the State of Arizona. She is a member of the Arizona Society of Certified Public Accountants and American Institute of Certified Public Accountants, and is the founder and principle Executive Officer of Pamela J. Thompson CPA, P.C. She is also a member of the Arizona Society of Certified Public Accountants, and Multiple Joys, Inc.
Pamela Thompson has been an independent CPA since 1993. Prior to 1993, Ms. Thompson practiced public accounting for the international firm of Arthur Andersen and Pannell Kerr Forester, and a regional firm Eide, Bailey and Company. Ms. Thompson has been featured in Wall Street Journal, Arizona Republic, New Jersey Star, Arizona Women's Success Magazine, National Basketball Players Association Magazine, Behind the Bench: National Basketball Wives Association Magazine.
In connection with this appointment the Company entered into a three-year employment agreement with Ms. Thompson. The agreement provides for a base salary of $150,000 with bonus features she will participate in the Company's health, disability and dental benefits, insurance programs, pension and retirement plans, and all other employee benefit and compensation arrangements available to other senior officers of the Company. Ms. Thompson also received 1,000,000 shares of common stock of the Company for being a Whistle Blower. The Company will also reimburse Ms. Thompson for all business expenses incurred by her in connection with her employment with the Company. The agreement also provides certain severance provisions in the event Ms. Thompson's employment is terminated as a result of her death, disability, or for Cause (as defined in the agreement).
In addition to the above, in connection with the appointment of Michael De La Garza the Chief Executive Officer and President the Company entered into a three-year employment agreement with Mr. De La Garza. The agreement provides for a base salary of $250,000 with bonus features he will participate in the Company's health, disability and dental benefits, insurance programs, pension and retirement plans, and all other employee benefit and compensation arrangements available to other senior officers of the Company. Mr. De La Garza also received 1,000,000 shares of common stock of the Company for being a Whistle Blower. The Company will also reimburse Mr. De La Garza for all business expenses incurred by him in connection with his employment with the Company. The agreement also provides certain severance provisions in the event Mr. De La Garza's employment is terminated as a result of his death, disability, or for Cause (as defined in the agreement).
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