U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19808 / August 17, 2006
Accounting and Auditing Enforcement Release No. 2476 / August 17, 2006
SEC v. Armand Dauplaise and Bernard Shinder, Civil Action No. 6:05cv1391-ACC-DAB (M.D. Fla.)
SEC Settles With Former Bio One Executive Charged With Fraud
The Securities and Exchange Commission today announced that the United States District Court for the Middle District of Florida entered a Final Judgment on August 14, 2006 against Bernard Shinder, of Boca Raton, based on his consent.
On September 22, 2005, the Commission filed a complaint against Armand Dauplaise, of Winter Park, Florida, and Shinder alleging fraud and other securities law violations during their tenure as the CEO and CFO, respectively, of Bio One Corporation, a nutritional supplement company located in Winter Springs, Florida. The court entered final judgment by consent against Dauplaise on April 6, 2006.
In the complaint, the Commission alleged that Dauplaise and Shinder violated the antifraud provisions of the federal securities laws when they failed to disclose the company's default on a $15 million (Canadian) promissory note and related subsequent events. According to the complaint, Bio One purchased a private company, Interactive Nutrition International Inc. (INI), on March 31, 2004, in part, by issuing the promissory note. The complaint alleges that Bio One never made any of the payments on the note, and the company's former executives signed forbearance agreements in August and November 2004 acknowledging that the company was in default of the note. According to the complaint, in December 2004, the note holder appointed a receiver for INI and provided notice to Bio One that it intended to exercise its security rights under the agreement.
The complaint further alleges that Dauplaise and Shinder failed to disclose the default, the forbearance agreements and the appointment of a receiver in its quarterly reports filed in August and November 2004 or in its Form 8-Ks filed in November and December 2004. The Commission also alleges that the defendants violated the record-keeping and reporting provisions of the federal securities laws.
Shinder, without admitting or denying the allegations of the complaint, consented to a permanent injunction that enjoins him from violating, directly or indirectly, Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 13(a), 13(b)(2)(A)and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-11, 13a-13, 13b2-1 and 13b2-2 thereunder. He also consented to a permanent bar from acting as an officer or director of any public company. The court will determine at a later date whether Shinder will be ordered to pay a penalty and the amount.