Directive Security

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Directive Security's website from the web archive[1]. Jeffery Bernstein's current company is critical defence [2]

List of Addresses

From NJ Records: 27 Gunpowder Rd East Brunswick, NJ 08816 FEIN #20-8041385

P.O. Box 448 New Brunswick, NJ 08903 Ph: 908-720-4210.

As well as a filing in DE at: 108 W 13th St Wilmington, DE 19801


Corporate Headquarters 1 Madison Street East Rutherford, New Jersey 07073 908-720-2946

Technical Operations Center 10454 Holliwell Court Duluth, GA 30097. It is highly likely that the only employee that was at this location was Martin Walker as he is a resident of the greater Atlanta area.

A list of "Employees" that worked for Directive Security:

Management Information:

Jeff Bernstein, President Old Linkedin [3] Current Linkedin [4]

Martin Walker, Chief Technology Officer Linkedin[5]


Marnie Allyn, Chief Operating Officer Linkedin[6]


Norm Scott, Executive Vice President Strategic Partnerships

Charles Strausberger, Vice President International Initiatives Linkedin[7]

Meredith Lambert, Chief Marketing Officer Linkedin?[8]

Bruce Beckman, Executive Vice President HR and Recruiting m

Sam Rockaway, Vice President Business Development


New Jersey Bureau of Securities filing (pdf)[9]

From the NJ Filing:

Findings of Facts

1. At all relevant times, Bernstein resided in East Brunswick, New Jersey.

2. Directive is a Delaware corporation formed in December 2006, with purported business locations in East Rutherford, New Jersey and Hazlet, New Jersey.

3. Directive was engaged in the business of providing electronic risk management services to its clients.

4. Bernstein created and controlled Directive. Bernstein also held the title of President of Directive.

The Sale of Securities

5. ln or around January2007, Directive through Bernstein, approached an investor about an investment of capital in Directive.

6. On January 22,2007, Bernstein and the investor signed an agreement memorializing the tern1s of the investment (the "January 22, 2007 Investment Agreement").

7. The January 22, 2007 Investment Agreement provided, in relevant part, that:

(a) Directive would issue one million shares of its stock;

(b) the investor would initially invest $300,000.00 in Directive in four (4) installments of $75,000.00 on scheduled dates from January 2007 through October 2007;

(c) upon the signing of the January 22, 2007 Investment Agreement and the initial payment, the investor would be entitled to 7.5% of Directive's outstanding shares. For each of the three (3) subsequent payments under the January 22, 2007 Investment Agreement, the investor would be entitled to another 7.5% of Directive's outstanding shares, totaling a 30% equity stake in Directive over the course of one (1) year;

(d) upon making the four ( 4) agreed upon payments, the investor would have the option of purchasing another 20% of Directive's outstanding shares for $200,000.00;

(e) the investor would receive 15% of the "cash-basis" net pre-tax profits of Directive;

(f) the investor would have the right to appoint one (1) person to Directive's Board of Directors; and

(g) Directive would make its financial records available for review by the investor.

8. On or around January 22, 2007 and April 16, 2007, the investor made two (2) payments of $75,000.00 to Directive and received two (2) stock certificates purporting to represent the number of shares owned in Directive as a result of the two (2) payments.

9. Prior to the due date for the third $75,000.00 installment payment, Bernstein approached the investor for advance funding in the amount of $25,000.00.

10. On or around May 30, 2007, the investor wire transferred $25,000.00 to Directive.

11. Per an addendum to the January 22, 2007 Investment Agreement, Directive and Bernstein agreed that this $25,000.00 advance entitled the investor to an additional 5% of Directive's outstanding shares, bringing the investor's total equity interest in Directive to 20%.

Representations to the investor by Directive through Bernstein

12. To persuade the investor to invest, Bernstein provided the investor with documents purporting to provide information about Directive's business, its client list, the services it provided and the background and capabilities of its employees.

13. The documents stated, among other things, that:

(a) Directive had employees who had experience in working for the FBI, CIA, National Reconnaissance Organization, Department of Defense and the Department of State;

(b) Directive's clients included Tiffany & Co., Savient Pharmaceuticals, Becton, Dickinson, Cadwalder, Wickersham and Taft, CIT Group and Atlantis Health Plan; and

(c) Directive had a Security Operation Center staffed by experienced security engineers who were available twenty-four (24) hours a day, seven (7) days per week.

14. Each of the representations made in the documents provided to the investor were false or misleading as Directive did not have the listed clients or capabilities it claimed, nor did Directive employ individuals from any of the listed government agencies or departments.

15. In truth and in fact, Directive had few employees at any given time other than Bernstein and his wife, Mamie Allyn Bernstein.

16. Directive through Bernstein also represented to the investor that the investor funds would be used for: (a) leasing office space; (2) paying salaries; (3) purchasing software licenses needed to perform services; and (4) paying consultant fees.

17. These representations were also false and/or misleading as Bernstein used a portion of the investor funds for his personal benefit including payment of Bernstein's personal expenses, ATM cash withdrawals and transfers to Bernstein's personal bank account.


Misc

A copy of a letter from Directive Security and City Harvest[10].

Jeffrey Bernstein's Linkedin page for Directive Security[11].