Initial Decision Release No. 1359

Administrative Proceeding

File No. 3-17935

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Biovest International, Inc.,

Olie, Inc. (n/k/a Syndicate 

Business Development Corp.),

StarGate Entertainment, Inc., and

Three Sigma Ventures, Inc.

Initial Decision of Default

February 26, 2019

Appearances: Neil J. Welch, Jr., and James M. Carlson for the Division of 

Enforcement, Securities and Exchange Commission

Before: Cameron Elliot, Administrative Law Judge

SUMMARY

This initial decision revokes the registration of the registered securities 

of Biovest International, Inc., Olie, Inc. (n/k/a Syndicate Business 

Development Corp.), and StarGate Entertainment, Inc., due to their failures 

to timely file required periodic reports with the Securities and Exchange 

Commission.1

PROCEDURAL HISTORY

On April 20, 2017, the Commission issued an order instituting 

proceedings (OIP) pursuant to Section 12(j) of the Securities Exchange Act of 

1934. The OIP alleges that Respondents each have a class of securities 

 

1 Three Sigma Ventures, Inc., settled with the Commission and is no 

longer part of this proceeding. Biovest Int’l, Inc., Securities Exchange Act of 

1934 Release No. 85002, 2019 SEC LEXIS 34 (Jan. 29, 2019).
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registered with the Commission pursuant to Exchange Act Section 12(g) and 

are delinquent in their periodic filings. 

A different administrative law judge was originally assigned to this 

proceeding and issued initial decisions of default against Respondents. 

Biovest Int’l, Inc., Initial Decision Release No. 1150, 2017 SEC LEXIS 1986 

(ALJ June 29, 2017), finality order, Exchange Act Release No. 81811, 2017 

SEC LEXIS 3151 (Oct. 3, 2017); Biovest Int’l, Inc., Initial Decision Release 

No. 1143, 2017 SEC LEXIS 1721 (ALJ June 14, 2017), finality order, 

Exchange Act Release No. 81563, 2017 SEC LEXIS 2793 (Sept. 8, 2017). The 

Commission vacated those decisions and finality orders following the 

Supreme Court’s decision in Lucia v. SEC, 138 S. Ct. 2044 (2018). See 

Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 SEC 

LEXIS 2058, at *2-3 (Aug. 22, 2018). The matter was then reassigned to me 

to provide Respondents with the opportunity for a new hearing. Pending 

Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264, 

at *2-3 (ALJ Sept. 12, 2018). 

I issued an order directing Respondents to submit proposals for the 

conduct of further proceedings. Biovest Int’l, Inc., Admin. Proc. Rulings 

Release No. 6052, 2018 SEC LEXIS 2515 (ALJ Sept. 21, 2018). Because

finality orders had been entered, I required the Division of Enforcement to 

serve this order on Respondents using a method other than attempted 

delivery to the most recent address shown on their most recent filings with 

the Commission. Biovest Int’l, Inc., Admin. Proc. Rulings Release No. 6304, 

2018 SEC LEXIS 3111 (ALJ Nov. 7, 2018). Based on evidence provided by 

the Division, I concluded that Respondents were provided notice about the 

order. Biovest Int’l, Inc., Admin. Proc. Rulings Release No. 6414, 2018 SEC 

LEXIS 3567 (ALJ Dec. 19, 2018). Respondents failed to submit proposals. I 

have therefore proceeded under the Commission’s instruction to not give 

weight to or otherwise presume the correctness of any prior opinions, orders, 

or rulings issued by the prior administrative law judge. Pending Admin. 

Proc., 2018 SEC LEXIS 2058, at *4.

I independently reviewed the evidence submitted by the Division and 

determined that Respondents were served with the OIP by May 1, 2017. 

Biovest Int’l, 2018 SEC LEXIS 3567, at *2. Because Respondents have not 

answered, I ordered them to show cause why the registration of their 

securities should not be revoked by default due to their failures to file 

answers or otherwise defend this proceeding. Id. To date, Respondents have 

failed to answer, submit proposals for the conduct of further proceedings, 

respond to the show cause order, or otherwise defend this proceeding.
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FINDINGS OF FACT

Respondents are in default for failing to file answers, file proposals for 

the conduct of further proceedings, or otherwise defend the proceeding. See

OIP at 3; 17 C.F.R. §§ 201.155(a)(2), .220(f); Pending Admin. Proc., 2018 SEC 

LEXIS 2058, at *4. Accordingly, as authorized by Rule of Practice 155(a), 17 

C.F.R. § 201.155(a), I find the following allegations in the OIP to be true.

Biovest, Central Index Key (CIK) No. 704384, is a void Delaware 

corporation located in Tampa, Florida, with a class of securities registered 

with the Commission pursuant to Exchange Act Section 12(g). The company 

is delinquent in its periodic filings with the Commission, having not filed any

periodic reports since it filed a Form 10-Q for the period ended December 31,

2013, which reported a net loss of $2.098 million for the prior three months.

Olie, CIK No. 1533311, is a void Delaware corporation located in

Vancouver, British Columbia, Canada, with a class of securities registered 

with the Commission pursuant to Exchange Act Section 12(g). The company 

is delinquent in its periodic filings with the Commission, having not filed any 

periodic reports since it filed a Form 10-Q for the period ended June 30, 2014, 

which reported a net loss of over $1.77 million for the prior nine months.

StarGate, CIK No. 1082599, is a British Virgin Islands corporation 

located in Vancouver, British Columbia, Canada, with a class of securities 

registered with the Commission pursuant to Exchange Act Section 12(g). The 

company is delinquent in its periodic filings with the Commission, having not 

filed any periodic reports since it filed a Form 20-F for the period ended

February 28, 2001, which reported a deficit of $139,103 for the year ended 

December 31, 2000.

In addition to their repeated failures to timely file periodic reports, 

Respondents failed to heed the delinquency letters sent to them by the 

Commission’s Division of Corporation Finance requesting compliance with 

their periodic filing obligations or, through their failures to maintain valid 

addresses on file with the Commission as required by Commission rules, did 

not receive such letters.

CONCLUSIONS OF LAW

Exchange Act Section 13(a) and the rules promulgated thereunder 

require issuers of securities registered pursuant to Exchange Act Section 12 

to file with the Commission current and accurate information in periodic 

reports. Specifically, Rule 13a-1 requires issuers to file annual reports, and 

Rule 13a-13 requires domestic issuers to file quarterly reports. See 17 C.F.R. 

§§ 240.13a-1, .13a-13. Compliance with these reporting requirements is 
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mandatory. America’s Sports Voice, Inc., Exchange Act Release No. 55511, 

2007 SEC LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act 

Release No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007). Scienter is not 

required to establish violations of Exchange Act Section 13(a) and Rules 13a1 and 13a-13. See SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998); SEC 

v. Wills, 472 F. Supp. 1250, 1268 (D.D.C. 1978). Respondents failed to timely 

file periodic reports. As a result, Respondents violated Exchange Act Section 

13(a) and Rules 13a-1 and 13a-13.

SANCTION

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend its registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. In determining what 

sanctions will adequately protect investors, the Commission “consider[s], 

among other things, the seriousness of the issuer’s violations, the isolated or 

recurrent nature of the violations, the degree of culpability involved, the 

extent of the issuer’s efforts to remedy its past violations and ensure future 

compliance, and the credibility of its assurances, if any, against further 

violations.” Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 

2006 SEC LEXIS 1288, at *19-20 (May 31, 2006).

Respondents’ failures to file required periodic reports are serious because 

the failures constitute violations of a central provision of the Exchange Act. 

The purpose of periodic reporting is “to supply investors with current and 

accurate financial information about an issuer so that they may make sound 

[investment] decisions.” Gateway Int’l Holdings, Inc., 2006 SEC LEXIS 1288, 

at *26. The reporting requirements are the primary tool that Congress 

“fashioned for the protection of investors from negligent, careless, and 

deliberate misrepresentations” in the sale of securities. Eagletech Commc’ns, 

Inc., Exchange Act Release No. 54095, 2006 SEC LEXIS 1534, at *12 (July 5, 

2006) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 (1st Cir. 1977)). 

Respondents’ violations are also recurrent in that Biovest and Olie repeatedly 

failed to file periodic reports for more than four years and StarGate failed to 

file for nearly eighteen years. See Nature’s Sunshine Prods., Inc., Exchange 

Act Release No. 59268, 2009 SEC LEXIS 81, at *20 (Jan. 21, 2009) (failing to 

file seven required periodic reports due over a two-year period is recurrent); 

Impax Labs., Inc., Exchange Act Release No. 57864, 2008 SEC LEXIS 1197, 

at *25-26 (May 23, 2008) (considering respondent’s failure to make eight 

filings over an eighteen-month period to be recurrent). Respondents are 
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culpable because they knew or should have known about the reporting 

requirements. They further failed to heed the delinquency letters sent to 

them by the Division of Corporation Finance. Even if Respondents did not 

receive such letters due to their failures to maintain valid addresses on file 

with the Commission as required by Commission rules, the other factors 

weigh in favor of revocation, and scienter is not necessary to establish 

grounds for revocation. See China-Biotics, Inc., Exchange Act Release 

No. 70800, 2013 SEC LEXIS 3451, at *37 & n.60 (Nov. 4, 2013). In any 

event, there is no indication that their violations were inadvertent or 

accidental. Id. Finally, Respondents have not answered the OIP, submitted 

proposals for the further conduct of this proceeding, responded to the show 

cause order, or otherwise participated in the proceeding to address whether 

they have made any efforts to remedy their past violations, and have made no 

assurances against further violations.

Considering these delinquencies, it is necessary and appropriate for the 

protection of investors to revoke the registration of each class of Respondents’ 

registered securities.

ORDER

It is ORDERED that, pursuant to Section 12(j) of the Securities 

Exchange Act of 1934, the registrations of each class of registered securities 

of Respondents Biovest International, Inc., Olie, Inc. (n/k/a Syndicate 

Business Development Corp.), and StarGate Entertainment, Inc., are hereby 

REVOKED.2

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule 360, 17 C.F.R. § 201.360. Pursuant to that 

rule, a party may file a petition for review of this initial decision within 

twenty-one days after service of the initial decision. A party may also file a 

motion to correct a manifest error of fact within ten days of the initial 

decision, pursuant to Rule 111, 17 C.F.R. § 201.111(h). If a motion to correct 

a manifest error of fact is filed by a party, then a party shall have twenty-one 

days to file a petition for review from the date of the undersigned’s order 

resolving such motion to correct a manifest error of fact.

Also pursuant to Rule 360, this initial decision will not become final until 

the Commission enters an order of finality. 17 C.F.R. § 201.360(d). The 

 

2 This order applies to all classes of Respondents’ securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.
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Commission will enter an order of finality unless a party files a petition for 

review or a motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the initial decision as to a party. 

Id. If any of these events occur, the initial decision shall not become final as 

to that party. Id.

A respondent may move to set aside a default. Rule 155(b) permits the 

Commission, at any time, to set aside a default for good cause, to prevent 

injustice and on such conditions as may be appropriate. 17 C.F.R. 

§ 201.155(b). A motion to set aside a default shall be made within a 

reasonable time, state the reasons for the failure to appear or defend, and 

specify the nature of the proposed defense in the proceeding. Id.

_______________________________

Cameron Elliot

Administrative Law Judge