The unresolved issues of the Baxter patents will remain a hot topic until full disclosure is released. Did Baxter receive full payment from CT and Voice to Phone, Inc.? Were the shares sold? Did Baxter return the shares? Ect....
No statement has been made regarding this fiasco. Time to let us know what happenned.
*****************
Upon information and belief, Turrini and Brennan are the controlling shareholders and alter egos of Voice to Phone. Upon information and belief, Turrini organized Voice to Phone with the intent and purpose of diverting assets and corporate opportunities of Calypso to Voice to Phone and Turrini and Brennan.
3
--------------------------------------------------------------------------------
16. In order to accomplish these fraudulent purposes, Turrini did not provide a copy of the Patent Agreement with Voice to Phone to Calypso. As a result, among other things, Calypso could not make timely disclosure in its SEC filing.
17. Moreover, unbeknownst to Calypso, Turrini, on behalf of Voice to Phone had obtained the Patents from Baxter Technologies PTE LTD (“Baxter Technologies”) and agreed to a payment to Baxter Technologies of 1,000,000 free trading shares of Calypso stock and $75,000. Upon information and belief, Turrini subsequently agreed to pay Baxter Technologies a total of 1,200,000 free trading shares of Calypso stock.
18. On or about April 30, 2007, Baxter Technologies assigned the Patents to Voice to Phone. Turrini, acting on behalf of Voice to Phone, then assigned the Patents to Calypso for 5,000,000 shares of free trading Calypso stock, pursuant to the Patent Agreement into which he had entered on behalf of Calypso.
19. In connection with the Patent Agreement, on May 22, 2007, Voice to Phone executed an Assignment of Patent Rights (the “Assignment”), selling, assigning and transferring to Calypso its rights in and to Patents.
20. On August 31, 2007, in furtherance of the Patent Agreement, Turrini, without Board authorization, and without the knowledge of the Board, improperly authorized and directed Calypso’s transfer agent, Continental Stock Transfer & Trust Company to issue 1,200,000 of the free trading shares to Baxter Technologies PTE LTD (“Baxter Technologies”), and the other 2,800,000 free trading shares to Voice to Phone. (the “Shares”).
4
--------------------------------------------------------------------------------
21. Turrini induced Continental to issue the Shares by providing falsified documents on which he forged Dotson’s signature. In these documents, Turrini falsely represented in writing to Continental that Calypso had filed a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”), when, in truth and in fact, no such Form S-8 had been filed and submitted false documents. Moreover, Turrini knew that an S-8 Registration Statement could not be utilized for the purchase of patents or to register shares owned by a corporation, such as Voice to Phone or Baxter Technologies.
22. At the time he made this representation, Turrini knew that a Form S-8 Registration Statement had not in fact, been filed with the SEC . Turrini also knew that pursuant to the SEC Rules, a Form S-8 Registration Statement is required to permit the Shares to be issued as free trading shares. Absent the filing of the Form S-8, the Shares could not be freely traded in the public market.
23. All of the shares issued to Baxter Technologies have been sold in the public market and the proceeds from the sale of the shares remitted to Baxter Technologies and/or Jack Baxter.
24. The 2,800,000 shares issued to Voice to Phone were deposited into an account at Scottrade maintained by Voice to Phone, and were sold soon thereafter.
25. Upon information and belief, Turrini received all or a portion of the proceeds of the sales of the 2,800,000 Shares issued to Voice to Phone, thereby benefitting himself to the detriment of Calypso.
26. Because no Registration Statement was in effect, Turrini and Voice to Phone made an illegal distribution of the Shares in violation of Section 5 of the Securities Act of 1933.
5
--------------------------------------------------------------------------------
27. On or about November 15, 2007, Calypso learned that Turrini had wrongfully entered into the Patent Agreement and wrongfully issued and sold the Shares. In addition, Calypso learned that Turrini had personally profited from the assignment of the Patents to Calypso.
28. Upon learning of Turrini’s wrongful acts against Calypso, on November 16, 2007, Calypso’s Board passed a resolution authorizing its Chief Financial Officer, Cheryl Dotson, to close Calypso’s account that it maintained at Bank of America, bearing account number 003764184269, on which both Turrini and Ms. Dotson were signatories, and to open a new account at Bank of America, for which Ms. Dotson would be the sole signatory for all checks and debit card transactions.
29. On November 16, 2007, Calypso closed the Bank of America account, and transferred all of Calypso’s funds from the old account to a new account that it opened with Ms. Dotson as the sole signatory on the account (the “BOA Account”).
30. On November 18, 2007, Turrini was advised by Calypso’s Board of Directors that Calypso had began an internal investigation into his wrongful activities. As a result, Turrini, at the same time, was expressly advised that he was no longer authorized to take any action on behalf of Calypso.
AI
