UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10426 / October 16, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-18253

In the Matter of

MERGENET MEDICAL INC., 

BRUCE MATTHEW SHER,

SHARA ANNE HERNANDEZ, and

PETER ANTHONY DECICCO JR.,

Respondents.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST 

ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”), against Mergenet Medical Inc. (“Mergenet”), Bruce Matthew Sher

(“Sher”), Shara Anne Hernandez (“Hernandez”), and Peter Anthony DeCicco Jr. (“DeCicco”)

(collectively, “Respondents”). 

II.

In anticipation of the institution of these proceedings, each Respondent has submitted an 

Offer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondents each 

consent to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A 

of the Securities Act of 1933, Making Findings, and Imposing Cease-and-Desist Order (“Order”), 

as set forth below. 

III.
On the basis of this Order and Respondents’ Offers, the Commission finds1

that:

1. Mergenet Medical Inc. (“Mergenet”) is a Nevada corporation with its principal 

place of business in Coconut Creek, Florida. It is engaged in the development of medical devices 

for pulmonary and respiratory conditions. Mergenet’s securities have never been listed on any 

exchange and Mergenet has never filed periodic reports with the Commission. 

2. Bruce Matthew Sher (“Sher”) is co-founder, co-president, and director of Mergenet. 

Sher, 53 years old, is a resident of West Palm Beach, Florida. Sher oversaw Mergenet’s 

employees and its operations and exercised non-exclusive control over the company.

3. Shara Anne Hernandez (“Hernandez”) is co-founder and co-president of Mergenet. 

Hernandez, 62 years old, is a resident of Davie, Florida. Hernandez oversaw Mergenet’s 

employees and its operations and exercised non-exclusive control over the company.

4. Peter Anthony DeCicco Jr. (“DeCicco”) is an employee of the corporate 

development and public relations department of Mergenet. DeCicco, 52 years old, is a resident of 

Westminster, California.

5. From September 2012 through June 2015 (the “Relevant Period”), Mergenet, a 

privately held development-stage medical device manufacturing and sales company, raised 

approximately $1.403 million from approximately 72 accredited investors.

6. During the Relevant Period, Mergenet marketed its securities using private 

placement memoranda (“PPMs”), written company presentations, videos, and oral 

communications. Mergenet mailed and emailed the PPMs, written presentations, and videos to 

investors and prospective investors.

7. During the Relevant Period, Mergenet, Sher, and Hernandez, made material 

misstatements or omissions to investors and prospective investors regarding:

(a) the status of Mergenet’s applications to the Food and Drug Administration 

(“FDA”) in 2008 and 2009 for clearance of one of the company’s technologies, the High 

Flow Therapy respiratory device (“HFT Device”). For example, from September 2010 to 

June 2015, the PPMs Mergenet distributed stated that “[s]ome of Mergenet Medical, Inc., 

technologies have already received FDA clearance and/or approval and others are under 

review.” After August 2010, although some of Mergenet’s products were FDA cleared, the 

FDA had deemed withdrawn Mergenet’s applications for clearance of the HFT Device and 

no application for clearance of the HFT Device was under FDA review; and

 

1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 
(b) projected sales of the HFT Device and related medical supplies when at the time, 

the FDA had deemed withdrawn Mergenet’s applications for clearance of the HFT Device 

and no application for clearance of the HFT Device was under FDA review.

8. During the Relevant Period, DeCicco, as an employee of Mergenet's corporate 

development department, made a material misstatement to investors and prospective investors

regarding the status of FDA clearance for the HFT Device.

9. As a result of the conduct described above, Respondents Mergenet, Sher and 

Hernandez each violated Sections 17(a)(2) and (3) of the Securities Act which prohibit any 

person in the offer or sale of any securities, from (a) obtaining money or property by means of 

any untrue statement of a material fact or any omission to state a material fact necessary in order 

to make the statements made, in light of the circumstances under which they were made, not 

misleading, and (b) engaging in any transaction, practice, or course of business which operates or 

would operate as a fraud or deceit upon the purchaser, respectively. 

10. As a result of the conduct described above, Respondent DeCicco violated Section 

17(a)(2) of the Securities Act which prohibits any person in the offer or sale of any securities, 

from obtaining money or property by means of any untrue statement of a material fact or any 

omission to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Mergenet’s Offer, Respondent Sher’s Offer, Respondent Hernandez’s 

Offer, and Respondent DeCicco’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act, Respondents Mergenet, Sher, and 

Hernandez cease and desist from committing or causing any violations and any future violations of 

Sections 17(a)(2) and (3) of the Securities Act, and Respondent DeCicco cease and desist from 

committing or causing any violations and any future violations of Section 17(a)(2).

B. Respondents Sher and Hernandez each shall, within 30 days of the entry of this 

Order, pay a civil money penalty in the amount of $60,000, and Respondent DeCicco shall, within 

30 days of the entry of this Order, pay a civil money penalty in the amount of $50,000, to the 

Securities and Exchange Commission. If timely payment is not made by each Respondent, 

additional interest shall accrue pursuant to 31 U.S.C. §3717. 

Payment must be made in one of the following ways: 
(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Bruce Matthew Sher, Shara Anne Hernandez, and Peter Anthony DeCicco Jr. as a Respondent in 

these proceedings, and the file number of these proceedings; a copy of the cover letter and check or 

money order must be sent to Glenn S. Gordon, Associate Regional Director, Division of 

Enforcement, Securities and Exchange Commission, 801 Brickell Avenue, Suite 1800, Miami, FL 

33131. 

Establish a fund under the Fair Fund provision of Section 308 of the Sarbanes-Oxley Act, 

as amended, to distribute to affected investors, any disgorgement, prejudgment interest, and civil 

penalty payments that may be made, with any remaining funds subsequently remitted to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). Amounts 

ordered to be paid as civil money penalties pursuant to this Order shall be treated as penalties paid 

to the government for all purposes, including all tax purposes. To preserve the deterrent effect of 

the civil penalty, Sher, Hernandez, and DeCicco agree that in any Related Investor Action, they

shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of any award 

of compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 

this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Sher, Hernandez, and DeCicco agree that they shall, within 30 days after entry of a final 

order granting the Penalty Offset, notify the Commission's counsel in this action and pay the 

amount of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Sher, Hernandez, or DeCicco by or on behalf of 

one or more investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.
V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondents, and further, any debt for civil penalty or other amounts due by Respondents under 

this Order or any other judgment, order, consent order, decree or settlement agreement entered in 

connection with this proceeding, is a debt for the violation by each Respondent of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) 

of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission.

Brent J. Fields

Secretary