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It should drop to the level in June. BIC0 is under speculation. CMF(60) shows a steady bleed too.
There was a registered seller giving MMs all that inventory. The PPS is too high and the OTC doller volume will not support it. I was waitng for a red candle to get back, a big fat one , I did not see it so I dragged my cash to the IPO RCON.
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 19387 / September 22, 2005
Accounting and Auditing Enforcement
Release No. 2318 / September 22, 2005
Securities and Exchange Commission v. Armand Dauplaise and Bernard Shinder, Civil Action No. 6:05CV1391-ORL-31-KRS (M.D. Fla.)
SEC CHARGES BIO ONE CORPORATION AND TWO SENIOR OFFICERS WITH FRAUD
The Securities and Exchange Commission today announced that it filed a civil action in the United States District Court for the Middle District of Florida charging former Bio One Corporation executives Armand Dauplaise and Bernard Shinder with fraud and other securities law violations. Bio One is a nutritional supplement company located in Winter Springs, Florida. Its stock was traded on the OTC BB, but now trades in the pink sheets.
In the Complaint filed today, the Commission alleges that former CEO Dauplaise, of Winter Park, Florida, and former CFO Shinder, of Boca Raton, 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.
The Commission's Complaint charges Dauplaise and Shinder with violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and with aiding and abetting Bio One's violations of Sections 13(a), 13a-11, 13a-13, 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. In addition, the Commission's Complaint charges Dauplaise with violations of Rule 13a-14 and aiding and abetting Bio One's violations of Rule 13b2-2 and charges Shinder with aiding and abetting violations of Section 10(b) of the Exchange Act and Rules 10b-5 and 13b2-2 thereunder.
In the action, the Commission seeks permanent injunctions, civil penalties, and officer and director bars.
At the same time that the Commission filed its Complaint, the Commission also instituted and simultaneously settled an administrative proceeding against Bio One in which the company consented to the entry of an Order imposing a cease-and-desist order and revoking the registration of the company's securities pursuant to Section 12(j) of the Exchange Act.
In the Order, the Commission found that Bio One violated and failed to comply with the antifraud provisions of the federal securities laws when it failed to disclose its default on a $15 million (Canadian) promissory note and related subsequent events.
http://www.sec.gov/litigation/litreleases/lr19387.htm
I bought a little this week and may add under .01.
kingofpennies2k4: bico is on da bike rotfffff http://kubooo.com/img/a.gif
kingofpennies2k4: bico iza da zebra http://kubooo.com/img/a.gif
Started buyiong here under .05
Cant explain the recent runup. 3rd Q estimates actually look a little weaker than the second Q. The shareholders meeting proxy wants to issue addional preferred shares. No new acquisitions announced. Other than a second consecuative quater with positive operating profits (but negative net profits), I cant figure out what would cause a 100% runup in the past week.
Last news August 19th earnings, then not a peep from Winter Park for 2 months. Might be getting a little preoccupied at the Hq, circling the wagons etc.
thanks for the tip on the other stock acrazjo. good luck
yeah it double bottomed but don't be surprised if it drops down below .03 soon. At that price the 500 million authorized is just barely enough to cover the remainder of the $15m debenture (convertible). If that were everything to be concerned about it wouldn't be so bad but the problem is they have numerous convertible notes issued for acquisitions that will have to be satisfied...conclusion at this pps they will need to authorize more shares...if the pps drops lower it only gets worse. Also the Cornell debenture is technically in default and they could step in and seize the company's assets if they wanted to leaving shareholders out. good luck though, its too bad the pps didn't hold up to cover the Cornell debenture
Looks like BICO might have double bottomed as of today. .034 might be it for sellers. I look for buying in here as the buyers came in a few weeks ago at the same level. Holding 40,000 shares for short term pop to .045.
they have delayed repayment of the $15m debenture which is fantastic news. With all of these new revenues and operating profit there is a chance they can refinance the debenture and avoid worst case scenarios for the current shareholders. I am long right now. good luck
The 2nd quarter(unaudited) report is out. See the BICO home page for details.
The good news....
Revenues grew from $4.7M to $10.9M this quarter (+132%)
Operating Income is now a positive $1.3M from a prior quarters loss of $230K.
Operating Margin is approximatly 12%
The net loss is now ($202,088) or -0.02/share, up from -0.09.
The float increased to 97 million shares on Aug 11.
The 8M Shareholder equity should imply a current book value of 0.08/share(for the moment).
The Bad news....
The 15M convertable debenture should kick in the 3rd Q (Sept I think) and the 4.1M preferred sometime next year will boot the float to over 300M shares this year, and over 400M by the end of 2005, unless alternate financing can be found or the share price rises appreciably.
There are still 18M new revenues pending the 3 announced acquisitions which could add 4-5 million in annual revenue for next year. Hopefull an aggressive buyback could boost the value of the outstanding shares, otherwise I agree with Dr Dilution that it could be 2-3 years before shares could rise on there own.
pretty optimistic in the face of the steady decline fast approaching a 52 week low. at this point it would be wise to wait until more information is diclosed about the debenture to Cornell and status of repayment. 52 week low is .06, we are almost there with no end in sight for the decline.
Just my 2 cents (or 8 cents actually)
It would appear to me if Q2 generates 2M in operating profit on 11M revenue, the company would be on track for an 8-12M full year operating profit with the new acquisitions. Even accounting for the 5M loss in Q1, that would generate 0.02 to 0.07 per share year end earnings minus the interest expenses.
I'm not sure how much this would be reduced by interest recorded against the promissory note that should be retired in August and a $15 million secured convertible debenture, but even if the float incresed to 75M, I would expect to see some upward movement in the price, hopefully the Q2 results will be out in the next 2-3 weeks.
Worst case I would expect a 0.50 share price by the end of 2005 even if the float hit 500M. Just my guess for what its worth.
well its conspicuous that they didn't announce the details of how conversion of the "preferred" shares will take place in 1 year. If its like the other deals they have done, then the investor is shielded against deterioration of the stock price. with the current pps its getting to the point where I have my doubts that the current 500 million common shares authorized will be enough to cover all of the conversions
does anyone have comments on the news of late?
Bico bottomed out here @ .084 X .085
redrum- I did some dd on fnix and although it has an iteresting history, I would definately not get into it with the intention of holding. On a technical basis it looks like it has bounced off of the lower bollinger band every time it has dipped and it is close to that line now so if history is any indication of future trends, I would say it is due to bounce up a few cents from here. thanx again for the tip, I enjoyed reading parts of their 10Q as their accountants do a good job of explaining what they did.
Hi Redrum, I like IPVO at current levels. I have played it and made quite a good chunk of change, but if you read my posts a few months ago on that IH board I sold when the technicals got out of whack. I think it is a much safer bet right now than bio-one. I have not looked at fnix but I will check it out.
On bio-one watch out if it continues to drop. Strong support used to be .08 but that was before the prospect of 500 million shares in the float. This stock is totally dependent on the pps due to the $15m debenture that is already past due to start conversion. I called IR a few weeks ago and they told me that they had managed to delay conversion payments due beginning May 1. The second round of conversions were due to begin this week...so unless Cornell agrees to further delays the current pps is not good for current shareholders and will result in massive dilution. Thanks for the tip and best of luck.
thanks for the info dr. i have a very small investment in this stock with 10,000 shares at .10 per. this is in a simple plan that i will not touch for a very long time and i pulled a few thousand out of the mutual funds to play some market options out. i still feel very strongly about this stock, although there are no guarantees, and i could lose it all tommorrow. but in the end this is high stakes gambling and i am looking more down the road than actual short term gain.i do appreciate you taking the time to vent your concerns, and the honesty you put forth. and to ease your mind, i wasn't a member of this site until after i bought the stock, so you had no influence.if you do read this, i would like to know your thoughts on ipvo and fnix. i own fnix, but i would love to get in on ipvo with the price dipping. again thank you>>>>>>>do not use my opinion to purchase anything>>>>>>>think for yourself...........
Hello redrum (from the "Shining" I take it, ;)). I wanted to respond immediately while you could still sell near your entry price, especially if my posts have influenced you in any way.
I hate to admit it but I feel I would be remiss if I didn't. The continued decline in stock price and failure of management to generate sufficient interest in the stock itself makes it increasingly more likely that we will see a mass dilution of the current level of outstanding common. Given the $15m convertible is now entering the second phase of conversion dates I personally doubt Cornell will continue to wait for their money...which means they will expect to be issued per the agreement. Additionally Bio-one has other current liabilities which will required them to most likely to issue shares as their cash position is not strong enough to pay these debts.
It is unfortunate that the price per share dropped from the mid .20's when the $15. deal was signed but at this point it appears to be more burden than the company can bear without the aforementioned dilution. I am not going to argue about this and I likely will not post again any time soon. I got out at .11 seeing better short term opportunities. Now having seen Dauplaise give it his best shot to clear the situation, I don't see much hope for the short term on this one. I don't think the company will fold but I do think, barring some unforseen terrific news like a new long term financing agreement, that the current shareholders will be subjected to a massive dilution of common in the range between 200 and 250 million MORE shares into the outstanding. I hope I am dead wrong. I also will be resigning a manager of this board so if anyone wants to take over, its all yours. Good luck to all.
i'm excited about this stock. i have been watching it for some time and finally bought it. got in at 0.10 i just felt that this was too good to pass up. well, good luck to all and may we see great gains. <i am not recomending this stock. it is high risk, buy at your own risk>>>>>>>think for yourself.........
Here is an interesting link to the Cornell Capital website:
http://www.cornellcapital.com/equity.asp
read down near the bottom that Cornell warrants that they do not short either directly or indirectly nor are they involved in any hedging activities with partner companies.
Here is another interesting link regarding Cornell's holdings but I am not sure what to make of it:
http://biz.yahoo.com/t/44/4559.html
Just another link regarding the Weifang deal...
http://www.sec.gov/Archives/edgar/data/1062431/000111650204000995/stockpurchase-161.txt
This is the terms of the deal in the 8K (original). Note that the price paid is essentially a little over $6 million and it looks like we really don't pay anything out of pocket for at least a year. The 2m preferred shares are convertible into common shares after 1 year (800k shares) and 2 years (1.2m shares) at market value and we will have to subsidize the converted value of the shares to equal $4.1m cash value. Of course, the higher the value of the common shares at the time of conversion, then the less we will have to subsidize. i.e. if the common are worth $2. at the time of conversion we subsidize nothing. Also, the selling owners of Weifang don't necessarily have to convert the shares. I didn't read the document entirely, but I didn't notice any "preferred" status of the shares such as dividends, interest, superior voting rights, etc.
Weifang's net income was $2,290,866 in 2003, up from $478,959 in 2002. So that is a huge increase...about 360% year over year. Revenue was up 60% year over year. I don't know if they will continue at their current income rate, increase it, or drop down. Maybe a somewhat safe way to project would be to average the two years which would give you about $1.4m per year in net income. Bio-one's 51% interest would effectively be .7m per year. Now here is where I do some "scary accounting" (lol): If we take our initial investment of $6m and subtract 51% of the NET assets of Weifang at the time of acquisition or roughly $1.5m, then we have $4.5m investment in "goodwill." At a rate of .7m return on investment per year we will have earned the goodwill in a little over 6 years. That reflects interest rate of about 15% on our investment. The best part is that we don't actually have to lay any cash out immediately to start earning that interest. Presummably the selling company will get a check at each quarter reflecting the net income of the company. This will continue until the $2m cash portion of the agreement is settled. At the end of one year we will have to come up with $1.6m for the second leg of the payment, and finally after 2 years we will have to pay $2.4m for the final installment. The second payment and the third payments are tied to the conversion of preferred shares into common shares.
In sum, I think this is a good deal. Ultimately, however, the future of this company is going be decided by the market value of the common shares...at least as we look at it in this point in time.
Keep the faith Sideem. If all goes well .75 doesn't seem unreasonable. Maybe by the next earnings report! Have a great weekend. dr. d
Thanks dr. dilution. Hopefully that'll be the case. Either way I'll be holding for at least 75 cents...
WeiFang Shengtai Pharmaceuticals financials are out. Consolidated Balance Sheet, Cash Flows, etc at SEC. What do you know we increased our equity about $1.5 and we are now a "profitable" company. Here is the SEC document:
http://www.sec.gov/Archives/edgar/data/1062431/000111650204001538/bioone8k.htm
Happy reading...the longs win!!!
Check out this pic/link provided by givemepower at the raging bull board:
http://www.ryano.net/iraq/?1311980
too funny :o)
Hi GiveMePower. Yes things look set up nicely to make so big gains, especially if you have cash to buy at these ridiculous prices. Here is an email response I received from BICO IR this a.m. It implies that there is zero dilution going on right now as some have suspected:
"Sent: Friday, May 28, 2004 1:34 PM
Subject: Re: Bio-One Re: $15 million debenture
Hello Bob,
Here are the items per our discussion today that you were going to find more definitive answers on:
1. The second installment of the $30m commitment from Cornell Partners announced March 9, 2004 will be $15m secure convertible debenture that will be converted to common shares at the rate of .75 per share. This is a formal agreement that will take place in the third quarter of this year. (yes/no?)
The second $15M is not a Convertible Debenture (C.D.). It will be equity and will be available when the first $15M has been paid and our share price is above $.75 per share.
2. Why was the second $15m installment not mentioned in the recent SB2/A or 10QSB?
It was mentioned as a warrant.
3. The first installment of this same agreement was already received by Bio One and is being repaid in installments beginning on May 1, 2004. The question is; how many shares have been issued to repay this debenture since May 1? ( this was outlined on page 24 of the SB2/A) Here is a cut from the document:
We were successful in gettting the repayment delayed until a later date.
"As of April 1, 2004, we issued a Secured Convertible Debenture in the
principal amount of $15 million. The convertible debenture is convertible into
shares of our common stock at a price per share that is equal to the lesser of
(i) an amount equal to $0.75 or (ii) an amount equal to 80% of the average of
the lowest daily volume weighted average price of our common stock for the five
trading days immediately preceding the conversion date. The convertible
debenture accrues interest at a rate of 5% per year and is convertible at the
holder's option. The convertible debenture has a term of 7 months. At Bio-One's
option, the convertible debenture may be paid in cash or converted into shares
of our common stock unless converted earlier by the holder. The payment terms
are $1,000,000 per week for five weeks commencing on May 1, 2004, resuming on
July 1, 2004 and September 1, 2004. Except after an event of default, as set
forth in the Secured Convertible Debenture be entitled to convert such debenture
for a number of shares of common stock of Bio-One in excess of that number of
shares which, upon giving effect to such conversion, would cause the aggregate
number of shares of common stock beneficially held by such holder and its
affiliated to exceed 4.99% of the outstanding shares of common stock of Bio-One."
4. You had said that none of the standby capital in the recent $50m agreement with Cornell had been drawn down but you need to confirm.
Confirmed, We cannot draw from the equity line until the C.D. has been retired.
5. Are the assets stated in the recent press release on the Chinese glucose company net assets or gross assets?
We always state net assets.
Thank you for your time.
Shareholder"
Hi All:
Beautiful day on Friday, FINALLY, after so much downward pressure.
The jump in volume/PPS gave me flashbacks of our enormous gains in January with heavy volume. I wish I knew what the volume/pps spike are attributed to.
Hopefully it's some financing news as more acquisition news would certainly be welcomed but not market stabilizing as the street is wanting to see some solid funding in place. Then, LOOK OUT FOR SOME MAJOR GAINS IMO.
Anyway have a great week all!
I bet we gap then dip tomorrow morning then test .16 and higher.
As always, never buy or sell BICO stock based on my posts as they are my own opinion.
.40 oh my that is painful. Hang in there, it may pull back and forth for a little while but I think if you can hold for 6 months you will be back in the black on all of your shares.
It is nice to see the move up today. I jumped in initially at 0.40 cents...owww! I bought some more shares yesterday at 0.11 cents. It just boggles the mind why this thing was going down with all the acquisitions that's been going on. Hopefully for once I'll be at the right place at the right time. This time.
This is what concerns me right now...an excerpt from the SEC registration for the $50million standby agreement. (note that this pertains not to the $50 million on standby but to the $15m convertible deal they made in April):
As of April 1, 2004, we issued a Secured Convertible Debenture in the
principal amount of $15 million. The convertible debenture is convertible into
shares of our common stock at a price per share that is equal to the lesser of
(i) an amount equal to $0.75 or (ii) an amount equal to 80% of the average of
the lowest daily volume weighted average price of our common stock for the five
trading days immediately preceding the conversion date. The convertible
debenture accrues interest at a rate of 5% per year and is convertible at the
holder's option. The convertible debenture has a term of 7 months. At Bio-One's
option, the convertible debenture may be paid in cash or converted into shares
of our common stock unless converted earlier by the holder. The payment terms
are $1,000,000 per week for five weeks commencing on May 1, 2004, resuming on
July 1, 2004 and September 1, 2004. Except after an event of default, as set
forth in the Secured Convertible Debenture be entitled to convert such debenture
for a number of shares of common stock of Bio-One in excess of that number of
shares which, upon giving effect to such conversion, would cause the aggregate
number of shares of common stock beneficially held by such holder and its
affiliated to exceed 4.99% of the outstanding shares of common stock of Bio-One.
Does anyone have any comments on this. At current stock valuation BICO would have to issue roughly 8 million shares per week since May 1 and continuing until June (5 weeks) to meet the terms of the debenture. They have the option to pay in cash rather than issue shares at this ridiculously low level, but who knows what they are actually doing right now?
thanks! Cornell has the worst reputation on the street.
Ths only difference here is that we have built a very nice company very quicky and I believe that if we can now announce some more longer term funding that we can bounce very quicky.
I think that based on fundamentals alone we should be at around .38 on the cheap side.
.12 will soon seem like a distant memory IMO.
Long and Strong!
Welcome to the board GiveMePower! I hope we have hit bottom here. It does occur to me that Cornell would have an interest in seeing the price decline in the short run since the lower it goes, the more shares they receive when Bio-one repays convertables. I can only hope they would not stoop to selling down the price. I really don't know that much about Cornell but I guess now would be a good time to do a little DD on them.
Hi Guys,
I am here too!
BICO is gonna rocket very soon IMO.
All the ingredients are here. When Managament announces a new, better form of funding we will rocket IMO.
I am currently accumulating some each day at different levels as "they" drop the PPS.
FYI: NITE nas been bidding this stock since day one. I rarely see them sell any at all.
Shouldn't be long IMO.
GMP
***************************
Never buy or sell BICO stock based on my posts as they are my own opinion.
***************************
GO BICO GO!!!
Why is this stock falling?
Bio-One Acquires Majority Control of Leading Chinese Glucose Maker and Distributor
Monday April 12, 11:07 am ET
ORLANDO, Fla., April 12 /PRNewswire-FirstCall/ -- Bio-One Corporation (OTC Bulletin Board: BICO - News) announced today that it has acquired majority control of WeiFang Shengtai Pharmaceuticals Co. Ltd, a Chinese manufacturer and distributor of glucose in China. The Shandong Province-based company reported audited revenues of US$16.3 million with a net income of US$2.3 million and assets of US$17.4 million in 2003.
ADVERTISEMENT
The transaction involved a cash payment of US$2 million and US$4.1 million in Bio-One convertible preferred stock priced at $2.00 a share with 12 month and 24 month lock-up provisions.
Shengtai, which has a 30% share of the glucose market in China, holds three patents. The 450-employee business will continue to be run with its present management team. The company has sales offices in nine major Chinese cities and is a supplier of glucose to many of China's major pharmaceutical companies. In January, Shengtai moved into their newly constructed facility on 35 acres and production has increased by 50% in the first quarter of 2004.
Shengtai CEO Liu Qingtai, said, "Our association with Bio-One will open important new markets for WeiFang Shengtai Pharmaceuticals. The additional working capital as a result of this transaction will support our increased production. This is consistent with the interest of our shareholders and our management team."
Bio-One President and CEO Armand Dauplaise said, "We are very pleased that Liu Qingtai and his management team will continue to run Shengtai. They have done an exceptional job in building the company over the past five years and are now one of the top three employers in their county."
About Bio-One
Bio-One Corporation is a nutritional supplements company serving the preventive and alternative healthcare segments. The company intends to acquire additional companies in order to provide quality nutraceuticals to consumers through vertical integration of manufacturing, distribution and marketing. Since September 2003, the company has acquired PNLabs and Interactive Nutrition International and an 80% interest in American Nutritional Exchange and a 51% interest in WeiFang Shengtai Pharmaceuticals Co. Ltd. The company also formed a new subsidiary, Nutrition Sciences Corp.
Bio-One Corporation is committed to its mission of the continuing pursuit of excellence in serving its customers, suppliers, team members and shareholders. Bio-One is confident that it will accomplish its mission and goals through the application of its management philosophy, which is to treat others the way they would want to be treated themselves.
Detailed information about WeiFang Shengtai Pharmaceuticals in English and Chinese may be found at http://www.chinaglucose.com.
An investment profile on Bio-One Corporation may be found at www.hawkassociates.com/bioone/profile.htm.
For investor relations information, contact Frank Hawkins or Julie Marshall, Hawk Associates at (305) 852-2383. Email: info@hawkassociates.com.
For Bio-One information contact Bob Gartzman at 888-327-4703. Detailed information about Bio-One may be found on the website www.bioonecorp.com. Copies of Bio-One press releases, current Level II price quotes, interactive and java stock charts and other valuable information for investors may be found on the websites www.hawkassociates.com and www.hawkmicrocaps.com
Certain statements released by Bio-One Corporation that are forward- looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Editors and investors are cautioned that forward-looking statements involve risk and uncertainties that may affect the company's business prospects and performance. These include, but are not limited to, economic, competitive, governmental, technological and other risks detailed in the company's registration statements and periodic reports filed with the Securities and Exchange Commission. By making these forward-looking statements, the company undertakes no obligation to update these statements for revisions or changes after the date of this release.
loading the boat at .19! You've got to buy 'em when nobody else wants 'em if you're going to make a killing. Think about this, if this co. is so bad why would somebody put up $30 million? While the investor will no doubt get a discount on shares the first $15 million he is putting up now, the second $15 million he has guaranteed will be at a strike of $.75 in the third qtr of the current year. The investor, who no doubt knows a lot more about the co. than you or I, is probably betting that the per share price will be higher than $.75 when he puts in the second installment of the agreement. At any rate Bio-one is backed by significant cash and won't be going out of biz any time soon which is what you usually see with these micro-cap stocks. Happy bidding everyone.
I am initiating a position in the stock at .22 today. Too good to pass up!
Thanks for adding this board. I just bought a small lot of BICO on 3/11. I'm looking forward to the rest of 2004.
I emailed the IR dept. inquiring about the potential dilution BICO shareholders would see as the company acquires other firms. They responded by saying that if all announced acquisitions and financing go through, the rough estimate of the outstanding shares will be 100million (I think he may have undershot this # a little). They also estimated combined sales after acquisitions to be 120m. Just an FYI
THANKS FOR CREATING THIS FORUM FOR BICO... GOOD LUCK TO ALL!
Welcome to the Bio-one board! I will be posting background information on this incubator company soon. Dr. D.
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