UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
ACCOUNTING AND AUDITING ENFORCEMENT
The Securities and Exchange Commission ("Commission") deems it appropriate that a public administrative proceeding be and hereby is instituted pursuant to Rule 102(e)(3)(i)(A)1 of the Commission's Rules of Practice against Respondent Donald E. Studer ("Studer").
In anticipation of the institution of this proceeding, Studer has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained herein, except that Studer admits the jurisdiction of the Commission over him and over the subject matter of this proceeding, and that a Judgment of Permanent Injunction and Other Relief as set forth in paragraph III.C. has been entered against him, Studer consents to the entry of this Order Instituting a Public Administrative Proceeding Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Sanctions ("Order") as set forth below.
Accordingly, IT IS HEREBY ORDERED that a proceeding pursuant to Rule 102(e)(3)(i)(A) be, and hereby is, instituted.
On the basis of this Order and the Offer of Settlement submitted by Studer, the Commission finds that:2
Donald E. Studer, age 69, resides in West Monroe, Louisiana. Studer has served as a Director and corporate counsel for Countryland Wellness Resorts, Inc. ("Countryland") since 1984. Studer maintains licenses to practice law in California and Louisiana.
B. RELATED PARTY
Countryland (formerly Continental Wellness Casinos, Inc.), most recently incorporated in Delaware in 1999, maintains its offices in Las Vegas, Nevada. Countryland claims to be engaged in the mining and electrical contracting industries, and plans to operate a longevity center at a wellness resort and casino in Las Vegas, Nevada. Countryland's stock is registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 ("Exchange Act").
On September 26, 2000, the Commission filed a complaint against Studer and others in SEC v. Countryland Wellness Resorts, Inc., Fred Cruz (a.k.a. Federico Cruz Gonzalez), Luis R. Hidalgo, Jr., and Donald E. Studer, CV-S-00-1160-PMP-RJJ (D. Nev.) (the "Complaint"). On September 29, 2000, the United States District Court for the District of Nevada entered a Judgment of Permanent Injunction and Other Relief Against Defendant Donald E. Studer ("Judgment"), which, among other things: (1) permanently enjoins Studer from violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (2) does not assess a civil penalty based on Studer's demonstrated inability to pay. Studer consented to the entry of the injunction without admitting or denying any of the allegations in the Complaint.
The Commission's Complaint, among other things, alleges that: (1) Countryland filed a registration statement in June 1999 and four amended registration statements in November and December 1999 that contained unauthorized audit reports for the company's financial statements; and (2) Studer knew or was reckless in not knowing that Countryland's auditor had not authorized Countryland to use the audit reports in these registration statements.
Studer has submitted an Offer of Settlement in which, without admitting or denying the findings herein, he consents to the Commission's entry of this Order, which: (1) makes findings, as set forth above; and (2) suspends Studer from appearing or practicing before the Commission. As set forth in Studer's Offer of Settlement, Studer undertakes to cooperate with Commission staff in preparing for and presenting any civil litigation or administrative proceedings concerning any transaction that is the subject of this Order.
In view of the foregoing, the Commission deems it appropriate to accept the Offer of Settlement submitted by Studer.
Accordingly, IT IS HEREBY ORDERED, pursuant to Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice, effective immediately, that:
A. Studer is suspended from appearing or practicing before the Commission as an attorney.
B. Studer shall comply with his undertaking described in Section IV. above.By the Commission.
Jonathan G. Katz
1 Rule 102(e)(3)(i) provides, in pertinent part, that "the Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . suspend from appearing or practicing before it any . . . attorney . . . who has been by name permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder."
2 The findings herein are made pursuant to the Offer of Settlement of Donald E. Studer and are not binding on any other person or entity in this or any other proceeding.