HERE'S PAUL TAYLOR'S SIDE:
IPO Holding Company Inc., Initiates Legal Proceedings Against International Pharmacy Outlets Inc.
Added : ( May 2005 )
IPO Holding Company Inc., Initiates Legal Proceedings Against International Pharmacy Outlets Inc.
“Previous, Present Officers, Directors & Executives to be named in a Federal Law Suit”
Boca Raton, Florida - July 19th 2004 -- IPO Holding Company Inc., a private investment company and controlling shareholder of International Pharmacy Outlets, Inc., (“IPCY” - Pink Sheets), has initiated Federal and State legal proceedings against the following executives, officers, directors and ex-directors of International Pharmacy Outlets, Inc and its wholly owned subsidiaries; Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr.Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathon Lambert and Todd Klindworth,
International Pharmacy Outlets, Inc., (“IPCY” - Pink Sheets), a pharmaceutical holding company operating through its two wholly owned subsidiaries; (i) Caribbean Marketing Agencies, Anguilla Ltd., (“CMA”) an exclusively licensed Caribbean, duty free ports and zones generic prescription drug distributor for Cipla Limited and Nebumed Pharma Limited of Mumbai India. (ii) Access RX (Costa Rica) SA, a state-of-the-art 24/7 call center located at Zona Franca Ultra Park, Herdia Costa Rica.
In a series of materially fraudulent press releases issued by IPCY between 11/07/2003 and 12/10/2003 and promotion on its website – www.ipcy.com Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathon Lambert and Todd Klindworth, glowingly described International Pharmacy Outlets, Inc as a publicly traded holding company whose stock is traded under the trading symbol: IPCY. The Company operates through its wholly owned subsidiaries, Caribbean Marketing Agencies, Anguilla Ltd. (CMA) and AccessRX C.S. S.A. The CMA subsidiary is a wholesale importer/exporter of generic prescription drugs and a marketing and advertising operation providing services to retail pharmacies and mail order centers located throughout the Caribbean. In July 2003, CMA entered into a five-year exclusive distributorship for selected countries and duty free ports and zones with Cipla Limited and Nebumed Limited. In November 2003, IPCY acquired the assets of AccessRX for $135,000. The AccessRx subsidiary is a pharmaceutical customer service center operating a multi-lingual 24/7 call center for the Company’s retail pharmacy and mail order pharmacy clients.
The Company managed to sell approximately 2,004,000 free trading shares to public investors during this promotion period. Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathon Lambert and Todd Klindworth, received approximately $3,000,000 from the sale of these shares to the public.
In the 11/07/2003 and 12/10/2003 press releases, IPCY management confirmed and ratified that the controlling shareholders of IPCY was IPO Holding Company, Inc., (“IPOH”) a private Nevada Corporation, and that IPOH owned 20,000,000 shares of IPCY preferred stock. The IPCY preferred stock has super voting rights of 10 votes for each 1 share of IPCY preferred and conversion rights of 2 common shares for each 1 share of IPCY preferred.
IPOH alleges that fraud and gross misrepresentation on all IPCY shareholders began shortly before, during and after the press releases. Shortly thereafter, on or about 24th Feb 2004, Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathon Lambert and Todd Klindworth, had sold all of their free trading IPCY shares, the Board of Directors then divested IPCY’s ‘crown jewel’ asset; Access RX (CR) SA.
Access RX (CR) SA had been purchased in November 2003 by IPCY for $135,000; the proceeds of a private placement of 750,000 shares of IPCY restricted stock sold to a related party. This material divestiture of substantially all of the company’s tangible assets was made prior to, and without regard to seeking or ever receiving majority shareholder of record resolutions or approval for such a divestiture as is governed by the Bylaws of the Company under such material asset divestiture circumstances.
The purchaser of these assets was British Management Services SA (Costa Rica). The owner of British Management Services SA (Costa Rica), Jonathan Lambert executed an unsecured, uncollateralized, and virtually unenforceable promissory note for $100,000 at 0% interest, maturing on Feb 24th 2005. In exchange British Management Services SA (Costa Rica) received 100% of the shares of the IPCY subsidiary - Access RX (CR) SA. All of the above named IPCY directors agreed and signed off on this alleged fraudulent divestiture. IPOH is seeking further evidence of an alleged cash payment received by an IPCY board member for the arranging and executing of this divestiture of shareholders assets.
The alleged fraud continued on or about early March 2004 with the above named list of directors inviting Michael P. McCabe to take the President and Chief Executive Officers roles. Michael McCabe was already a director of the Company at this time. Sharon Matthews continued to serve as Officer and Company Secretary. All of the remaining directors and officers simultaneously resigned. Shortly thereafter J D Pulver was once again invited to join the board as an Officer and Director.
On or around April 22nd 2004, without seeking or receiving shareholder of record authorization or majority shareholder approval, Michael McCabe, Sharon Mathews and J D Pulver, (the“Trio”) possibly aided and abetted by the Company’s incumbent transfer agent; PacWest Transfer LLC performed a reverse split of the IPCY preferred shares at a ratio of 1,000,000 : 1. The purpose of this reverse split was to fraudulently issue more IPCY preferred shares. The alleged fraud continued as the Trio then criminally helped themselves to 10,000,000 new IPCY preferred shares. These new preferred shares were issued to the Trio and /or their accomplices. This is a transparent and fraudulent attempt to steal voting and shareholder control without the prior votes of the existing controlling shareholders or the shareholders of record approval, so much so that the Trio remaining on the board did not calculate that the super voting rights of the new illegal shares now created were 100,000,000,000,000 votes and 20,000,000,000,000 common shares upon conversion. These numbers are over and above the authorized 500,000,000 capital structure indicating that the Trio did not understand the gravity of reverse splitting preferred stock or that the preferred stock has embedded shareholder rights and protection measures. Again, no valid shareholder resolution, valid legal opinion or prima fascia evidence of validity or authorization of any kind for this change of control action has been forthcoming from either PacWest LLC or IPCY management. Even though demands for such have been served on both PacWest and IPCY and there alleged attorneys.
IPO Holding Company Inc., has to date attempted to rectify and consolidate the Company’s transfer agent records to ascertain the accurate number of common and preferred shares outstanding. IPOH recently paid for IPCY’s previous transfer agent records to be shipped from OTR – Securities Transfer Agent and Registrar to the incumbent transfer agent PacWest so that an accurate consolidation could occur. This exit invoice payment of $850 inc. was to have been transacted on 8/26/2003, but for whatever reason IPCY management decided that PacWest was better off working without the previous Transfer Agent records. This is highly questionable and requires further investigation.
The management of IPCY has deemed it appropriate to stop the Transfer Agent from divulging any information to public shareholders - as is their policy. However, as of today’s date, the Company refuses to respond to any shareholders regarding the question of shares outstanding when questioned directly.
IPOH has altered the Securities and Exchange Commission that IPOH has a SEC 13D filing requirement and that IPOH has attempted through a variety of ways to discover the accurate number of IPCY shares outstanding. Alas, IPOH has not been unable to uncover the true number of shares outstanding. Equally IPOH has been unable to inspect any prima fascia evidence of the corporate authority or valid legal opinion regarding the control block issuances on or after April 22nd 2004.
On June 15th 2004 IPOH elected to convert 2 post split shares of its IPCY preferred shares in exchange for 4,000,000 IPCY common as is IPOH’s rights. IPCY has denied conversion of these shares without a legal basis or legal opinion.
Between June 6th and June 22nd 2004, IPOH received faxed letters from an attorney; Warren J Soloski. Mr. Soloski claimed that IPCY had retained his law firm as corporate counsel. Without offering any valid legal opinion on behalf of his client, Mr. Soloski stated that ‘his clients’ believed that the 10,000,000 shares of allegedly illegal preferred stock were validly issued. Mr. Soloski offered no prima fascia evidence on behalf of his clients to prove the validity of issuance and without a legal basis denied IPOH’s conversion of its preferred stock.
On June 22nd 2004, IPOH called a majority shareholder meeting of the IPCY Shareholders pursuant to sections 141 and 228 of the General Corporate Law of the State of Nevada and invited verbal explanations of the alleged fraudulent actions from IPCY’s board members; Sharon Matthews, Michael McCabe, J D Pulver and invited any legal counsel that IPCY’s management had retained. Sharon Matthews, Michael McCabe, J D Pulver declined the invitation to attend. The majority shareholders called for the immediate resignation of Sharon Matthews as Company Secretary, Michael McCabe as President and CEO and J D Pulver as Officer. All three have been suspended from IPCY directorial duties pending an investigation.
On or about July 14th. IPOH was informed by PacWest LLC that IPCY had retained a new corporate counsel – Marc R. Tow and Associates, of Newport Beach California. IPOH has attempted on numerous occasions to contact Marc R. Tow to resolve the issues at hand. Unfortunately, Mr. Tow refuses to return any calls.
IPOH presently holds 18 post–split IPCY preferred shares equal to 180,000,000 voting rights and 36,000,000 shares upon conversion. IPOH believes that material fraud and misconduct has occurred and continues to occur unabated and that the previous and present officers and directors have made several serious material public statements in an attempt to sell shares of IPCY at artificially inflated prices. IPCY allegedly has sold unregistered shares in an allegedly illegal and fraudulent private placement breaching both Federal Securities laws and Nevada State Securities laws. All of the issuances of stock may have allegedly been aided and abetted by the incumbent transfer agent PacWest Transfer LLC and its proprietors – Joseph Meuse and Laurel Poffenroth, who may be enjoined in this action if appropriate.
IPOH seeks the immediate return or replacement of all assets illegally divested from IPCY. The immediate return to treasury and/or cancellation of all restricted and /or free trading shares issued to Officers, Directors or Executives responsible for the alleged fraud and misconduct from 11/07/2003 to the present day.
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Source IPO Holding Company Inc.,
For further information regarding International Pharmacy Outlets Inc.
info@curocorp.com
Safe Harbor
This press release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities and Exchange Act of 1934 and is subject to the safe harbor created by these sections. IPO Holding Company Inc. and International Pharmacutical Outlets Inc., assume no obligation to update the information contained in this press release.
Certain information included herein may contain statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities, as well as operating costs, capital
spending, financial sources and the effects of competition.
Such forward-looking information is subject to changes and variations, which are not reasonably
predictable and which could significantly affect future results. Accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Companies
IPO Holding Company Inc., Initiates Legal Proceedings Against International Pharmacy Outlets Inc. Submitted by: Paul Taylor
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