The tortured public life of Bio-Heal Laboratories, Inc. has come to
an end. The Securities and Exchange Commission has revoked the
registration of Bio-Heal's securities – with the Company's consent –
extinguishing any false hope that the troubled Company could survive a
series of regulatory assaults and validate its purported business plan.
Bio-Heal claimed to operate a medical research facility in Latin America where it was developing and testing a line of natural products with healing benefits. The Company also said that it owned more than 11,000 acres of "prime virgin rain forest" in Nicaragua. Despite aggressive promotion in early 2005, which boosted the Company's common stock price from $3 to $11 a share, Bio-Heal has not offered any verifiable evidence supporting its claims.
Bio-Heal first ran afoul of regulators in April 2005, shortly after issuing 12 million shares of unregistered common stock. The SEC temporarily suspended trading of Bio-Heal stock, citing concerns about the propriety of that stock issuance and the Company's reliance on the exemptions from registration embodied in Rule 504 of Regulation D of the Securities Act of 1933.
That suspension ended, but the regulatory inquiries continued. On April 25, 2005, the Securities and Exchange Commission filed a lawsuit in the United States District Court for the Southern District of Florida charging Bio-Heal with orchestrating and facilitating an elaborate securities fraud scheme centered upon the illegal sale of those 12 million shares.
According to the SEC complaint, Bio-Heal issued the 12 million shares to three entities, MRMG Holdings, Inc., Kess Associates, Inc. and ICOR, Inc., relying on a phony legal opinion letter to support the transfer of unregistered stock. Some of those shares were subsequently transferred to a pair of Anguilla corporations, Bela Enterprises, LLC and Gibson Island Enterprises, LLC, and were later dumped while promoters were pumping up interest in Bio-Heal.
The Company's ultimate demise, however, did not stem from questionable stock sales. The SEC sought to revoke registration of the Company's securities because of Bio-Heal's protracted failure to file required financial reports. Bio-Heal, which became public through a reverse-merger with Nexar Technologies, Inc. in February 2005, had not filed any required public reports since that time. (Nexar, the predecessor, also had failed to file public reports since March 1999).
As usual, public shareholders pay a high price for relying on unsupported promises and inflated promotions.
About Hartley Bernstein: Hartley Bernstein is a corporate and securities attorney and civil litigator with a specialty in business transactions and civil litigation.
Bio-Heal claimed to operate a medical research facility in Latin America where it was developing and testing a line of natural products with healing benefits. The Company also said that it owned more than 11,000 acres of "prime virgin rain forest" in Nicaragua. Despite aggressive promotion in early 2005, which boosted the Company's common stock price from $3 to $11 a share, Bio-Heal has not offered any verifiable evidence supporting its claims.
Bio-Heal first ran afoul of regulators in April 2005, shortly after issuing 12 million shares of unregistered common stock. The SEC temporarily suspended trading of Bio-Heal stock, citing concerns about the propriety of that stock issuance and the Company's reliance on the exemptions from registration embodied in Rule 504 of Regulation D of the Securities Act of 1933.
That suspension ended, but the regulatory inquiries continued. On April 25, 2005, the Securities and Exchange Commission filed a lawsuit in the United States District Court for the Southern District of Florida charging Bio-Heal with orchestrating and facilitating an elaborate securities fraud scheme centered upon the illegal sale of those 12 million shares.
According to the SEC complaint, Bio-Heal issued the 12 million shares to three entities, MRMG Holdings, Inc., Kess Associates, Inc. and ICOR, Inc., relying on a phony legal opinion letter to support the transfer of unregistered stock. Some of those shares were subsequently transferred to a pair of Anguilla corporations, Bela Enterprises, LLC and Gibson Island Enterprises, LLC, and were later dumped while promoters were pumping up interest in Bio-Heal.
The Company's ultimate demise, however, did not stem from questionable stock sales. The SEC sought to revoke registration of the Company's securities because of Bio-Heal's protracted failure to file required financial reports. Bio-Heal, which became public through a reverse-merger with Nexar Technologies, Inc. in February 2005, had not filed any required public reports since that time. (Nexar, the predecessor, also had failed to file public reports since March 1999).
As usual, public shareholders pay a high price for relying on unsupported promises and inflated promotions.
About Hartley Bernstein: Hartley Bernstein is a corporate and securities attorney and civil litigator with a specialty in business transactions and civil litigation.
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