SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14
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Transcript of SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14
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8/11/2019 SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14
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f
UNITED
STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
SPENCER PHARMACEUTICAL INC.
MAXIMILLIENARELLA
Civil Action No. 12cv-12334-IT
IAN
MORRICE
. ..
JEAN-FRANCOIS AMYOT
.c
HILBROY
ADVISORY INC.
lAB MEDIA INC.
o
c J '-n
_0 -
.
; > : r
Defendant.
00
-
.rt
... .
...
: . ,
W
DEFENDANT,
JEAN-FRANCOIS AMOYT S
MEMORANDUM
OF LAW
IN
SUPPORT
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4
,
a. The Plaint iff seeks disgorgement of ill gotten gains
from th
trading in th securities
of
Spencer Pharmaceutical, whereby all trading were according to th Plaintiff's own
finding in accounts owned and or at Tillerman Securities, Cunningham-Adams Small
ap Fund I, and Cunningham-Adams Green Fund.
b. None of th trades were entered by the defendants
c. None of th trading proceeds from Tillerman Securities, Cunningham-Adams Small
Cap Fund I and or Cunningham-Adams Green Fund were obtained by Jean-Francois
Amyot
d. The Defendants relied upon expert advice
to review, approve and provide a legal
opinion on all press releases and corporate filings disseminated to the public.
e. The Defendants relied upon expert advice to review, approve and provide a legal
opinion as to th eligibility to register shares "free trading" under Rule 144.
f. The Defendants relied upon expert advice, assistance and credibili ty of the office of
a Canadian Senator, its Special Advisor on Middle East and North Africa as well as
the government of Canada.
B CKGROUND
1 Rami ilabouni
Rami Ailabouni, a Canadian citizen, residing in Montreal, Quebec, Canada. According to his
curriculum vitae, Mr. Ailabouni is employed by the Canadian Government, and more specifically
th Senate of Canada. He has been employed by the Canadian Government since December
2008 to present. Mr. Ailabouni's
titl
is "Special Advisor on MENA (Middle East & North Africa)
Affairs. Still according to his curriculum vitae, Mr. Ailabouni's responsibility was to develop all
the necessary support nd aspects on political basis, which depends highly on economy, which
makes us act as a senior
investment
banking... , Mr. Ailabouni's previous employment was as
Vice-President, Investment Banking Syndication for Noor Capital of Abu Dhabi, United Arab
Emirates from January 2005 to December 2007. Mr. Ailabouni is said to be fully profic ient in
English and Arabic. (Schedule A)
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Mr. Ailabouni carries a business card from the Canadian Senate
with
a
title
as Special Advisor
on MENA and Asia Pacific Affairs, with the address as Room 162-N, Centre Block, Ottawa,
Canada, K1AOA4 and with the telephone number 1-800-267-7362 (Schedule B)
Mr. Ailabouni and that of former Senator Rod Zimmer have the same telephone number, 1-800
267-7362 and Centre Block as
the
address. (Schedule D
On November 25, 2010,
Mr.
Ailabouni signed a
M A
Agreement / Mandate (Mergers and
Acquisitions)
with
Spencer Pharmaceutical Inc.
to
seek a suitable acquirer and or investor
for
Spencer Pharmaceutical and according to the agreement, Mr. Ailabouni had an exclusive right
for
the
territory
of
MENA including
but
not
limited
to
Kuwait and the United Arab Emirates.
Also according to the M A Agreement, his contacts were including but not limited to ADIA (Abu
Dhabi Investment Authority) , Al-Dorra, and Julfar pharmaceutical. (Schedule
C
2.
Rod
Zimmer
Mr. Rod Zimmer is Canadian Citizen, residing in Ottawa, Ontario, Canada. Mr. Zimmer is a
former
Canadian Liberal Senator
who
resigned from the Senate on August 2, 2013 after serving
eight years.
Mr.
Ailabouni reported
to
Mr.
Zimmer and was listed at
the time
as
Mr.
Zimmer s
staff in the Canadian Government websites and directory.
As Mr. Ailabouni s superior, Mr. Rod Zimmer provided the title of Special Advisor on MENA and
Asia Pacific and has approved the issuance of business cards with the said title. (Schedule B),
(Schedule D)
On December 10, 2010, a
letter
from
Hilbroy Advisory Inc. was sent to
Mr.
Zimmer
to
address
several items discussed in his office at the Parliament of Canada, including the pending
transaction
with
Al-Dorra and Spencer Pharmaceutical. In this letter, a formal request is made
by Hilbroy Advisory to discuss the important transaction. (Schedule E
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3
The anadian overnment
Mr.
Rami
Ailabouni and Mr. Zimmer were both employed by
the
Canadian government at the
time
of
the purchase offer by AI-Dorra, a company introduced by Mr. Ailabouni, the Special
Advisor on MENA, a title awarded by his employer the Canadian Government and confirmed by
is immediate superior the Senator Rod Zimmer.
4
Francis
Mailhot
Mr. Francis
ailhot
is a Canadian citizen residing in Blainville, Quebec, Canada. Mr. Mai lhot is
the sole officer and director as well as the sole shareholder of Rainmaker Venture Capital Inc., a
Canadian corporation.
Rainmaker Global is a wholly owned subsidiary of Rainmaker Venture Capital., a Belize
Corporation.
Rainmaker Global received 10,000,000 free trading shares of Spencer Pharmaceutical, which
were deposited and sold at its account at
EFG
Bank in Geneva and or Julius Baer Bank.
Rainmaker Global received approximately 33%
of
all trading proceeds derived from the selling
of the Spencer Pharmaceutical shares deposited at Tillerman Securities and or registered in the
name of Cunningham-Adams Small
ap
Fund I and or Cunningham-Adams Green Fund.
Mr. Mailhot introduced Strategema Capital to Dr. Arella of Spencer Pharmaceutical to help in
the due-diligence and the pending transaction wi th AI-Dorra.
Mr. Mailhot hired and scheduled any and all promotional newsletters used in the securities
awareness campaign
of
Spencer Pharmaceutical.
Mr. Mailhot previously owned 50% of Finkelstein Capital Inc.
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5. Rainmaker Venture Capital Inc.
Rainmaker Venture Capital is a Canadian corporation located in Montreal, Quebec, Canada
Rainmaker Venture Capital received monetary compensation for hiring and scheduling
promotional newsletters from Hilbroy Advisory, and such monetary compensation was derived
from the trading
of
Spencer Pharmaceutical shares deposited at Tillerman Securities and or
registered in the name
of
Cunningham-Adams Small
Cap
Fund I and or Cunningham-Adams
Green Fund.
Rainmaker Venture Capital is the sole shareholder of
Rainmaker Global.
6. Rainmaker Global
Rainmaker Global is a Belize corporation own by Rainmaker Venture Capital Inc., and its sole
officer and director is Francis Mailhot.
Rainmaker Global received 10,000,000 free trading shares
from
Finkelstein Capital, and said
shares were deposited at EFG Bank in Geneva and any and all proceed
from
the sale of the said
shares were kept by Rainmaker Global and or its
own r
Rainmaker Venture Capital and or
Francis Mailhot. (Schedule F)
Rainmaker Global received approximately 33
of
all trading proceed from the sale
of
Spencer
Pharmaceutical deposited and in the name
of
Tillerman Securities and or Cunningham-Adams
Small
Cap
Fund I and or Cunningham-Adams Green Fund.
7. Christian Saunders
Christian Saunders is a Bahamian citizen, residing in Nassau, Bahamas.
Christian Saunders is
th
President
of
Tillerman Securities, a Bahamian brokerage firm.
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Christian Saunders is the sole signing person at Tillerman Securities and approved the account
opening for both Cunningham-Adams Small Cap Fund I and Cunningham-Adams Green Fund,
and whereby the account
for
Cunningham-Adams Small Cap Fund I was approved on March 16,
2011. (Schedule G)
Christian Saunders executed trades on behalf of Tillerman Securities and its clients. According
to the Plaintiff complaint, Tillerman Securities have executed sale order of approximately $5.8
million. (Schedule H)
8. Tillerman Securities
Tillerman Securities is a brokerage
firm
located in Nassau, Bahamas.
Tillerman Securities received 12,000,000 free trading shares from Finkelstein Capital and
deposited said shares with Penson Financial and or another
U
clearing and brokerage firm in
its own name on May 24, 2010. The account for Cunningham-Adams Small Cap Fund I was
not
approved unti l March 16, 2011. (Schedule F) and (Schedule G)
9. Cunningham-Adams Small Cap Fund I
Cunningham-Adams Small Cap Fund I is a company registered and located in the city
of
Panama, Panama.
Cunningham-Adams Small Cap Fund I's voting common shares are owned by Toyma Capital Inc.
and its participating shares are owned by several other shareholders including
ut
not limited
to Francis Mailhot, through his ownership
of
Rainmaker Global.
Cunningham-Adams Small Cap Fund I and Cunningham-Adams Green Fund are said to have sold
approximately $5.8 million
of
Spencer Pharmaceutical shares through their account at Tillerman
Securities. (Schedule H)
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10. Cunningham-Adams Green Fund
Cunningham-Adams Green Fund is a company registered and located in the city of Panama,
Panama.
Cunningham-Adams Green Fund voting common shares are owned by Toyma Capital Inc. and
its participating shares are owned by several other shareholders including but not limited to
Francis Mailhot, through his corporation Rainmaker Global.
Cunningham-Adams Small Cap Fund I and Cunningham-Adams Green Fund are said to have sold
approximately $5.8 million of Spencer Pharmaceutical shares through their account at Tillerman
Securities. (Schedule H)
11. Strategema Capital
Strategema Capital of Geneva was hired by Spencer Pharmaceutical on November 10, 2010 to
advise on purchase offer. Strategema Capital is owned by Maurice Hennequin also of Geneva,
Switzerland. Strategema Capital was introduced to Spencer Pharmaceutical or more precisely
to its president, Dr. Max Aralia by Francis Mailhot.
As per the press release, Strategema Capital is a boutique financial consultancy and research
company who will assist the company with the buyout offer . (Schedule I)
12. Sterling Stock
Investment
Ltd
Sterling Stock Investment Ltd. is a Slovakian corporation owned by Karol Schlosser. The
company was said to have an office at 4
th
Floor, Lawford House, Albert Place, London, UK
Sterling Stock Investment and its owner, president, Karol Schlosser, made representation
that
they held the funds in escrow of up to $500 million to conclude
the
purchase offer by and
between Al-Dora and Spencer Pharmaceutical.
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18. Joseph Emas
Joseph mas is a Canadian citizen, who resides in Miami, Florida, United States of America. Mr.
mas
is a corporate lawyer. Mr. mas was retained by Spencer Pharmaceutical to review, and
advise the company and its management on any corporate communications, including but
not
limited to press releases, and financial filings.
19. The University of Quebec in ontreal
The University
of
Quebec in ontreal or (UQAM) is a French Canadian University located in
Montreal. UQAM signed a research agreement with Spencer Pharmaceutical for the research
and development of a drug delivery platform. Since UQAM was developing the technology on
behalf
of
Spencer, the University was aware
of
any and all patents, patents pending and
potential value of the technology being developed. UQAM was aware
of
all corporate
communications including but
not
limited to the press releases and financial filings issued by
Spencer Pharmaceuticals.
20. Dr. Alexandruu Mateescu
Dr. Alexandruu Mateescu is a Canadian citizen, residing in Montreal. Dr. Mateescu is a
professor at the University
of
Quebec in Montreal. Dr. Mateescu was
the
head
of
the UQAM
research facility and the person responsible for the research performed on behalf of Spencer
Pharmaceutical. Dr. Mateescu was an Advisory Board member of Spencer Pharmaceutical s
scientific advisory board. (Schedule J)
21. Diane Dalmy
Diane Dalmy is a United States citizen, residing in Denver, Colorado} United States. Diane
Dalmy is a securities attorney. Mrs. Dalmy reviewed all documents provided by Spencer
Pharmaceutical and its management Dr. Max Arella and Mr. Ian Morrice and issued a legal
opinion as to the registration
of
shares for both Cunningham-Adams Small Cap Fund I} and
Finkelstein Capital Inc.
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ARGUMENT
P RSONS NOT JOINED ND REASONS FORJOINDER DEFENDANTS
a) The Court should order Joinder defendants the people and entities listed
Further to discovery, the Court should join the following defendants pursuant to Rule
19, a, ii
of
the Federal Rules
of
Civil Procedure since denying the parties to be joined will
leave an existing party subject to a substantial risk
of
incurring double, multiple or
otherwise inconsistent obligations.
1. Rami Ailabouni
The court should order to be joined as defendant, Rami Ailabouni. Mr. Ailabouni was the
Special Advisor on MENA (Middle East and North Africa) for the Canadian Government. Mr.
Ailabouni introduced Spencer Pharmaceutical to the potential acquirer as per his Merger and
Acquisition Mandate with Spencer Pharmaceutical. The Merger and Acquisition mandate listed
AI-Dora as one
of
the potential investor and or acquirer. Mr. Ailabouni used his office as
"Special Advisor on MENA" to convince the management
of
Spencer Pharmaceutical as well
their advisor
th t
the offer was real, substantive and
th t
the company AI-Dora was a significant
company with
the
financial means to undertake and complete
the
acquisition of Spencer
Pharmaceutical. Mr. Ai labouni also introduced the person representing the AI-Dora as a
member of a Middle East Royal fami ly and referred to him as "His Excellency". Mr. Ailabouni is
bilingual and is fluent in both English and Arabic and as
the
person mandated by Spencer
Pharmaceutical and its management, he interacted with the
said buyer and obtained any and
all signed documents by
the
said offering party. Mr. Ailabouni used
the
influence of his title, his
office and the credibility
of
the Canadian government to substantiate this said buyout
transaction and all relevant information provided to Spencer Pharmaceutical and its
management, which they and
their
consultant included in
the dr ft
press releases.
Mr. Ailabouni's motives are unclear though we believe them to be monetary gain from a
"blackmail" scheme, or governmental "br ibe" scheme. He requested payments in the past for
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advance commissions, on repayment of loans by first nations in Canada and whereby said loans
were never paid and all under
the
pretext th t if the 100,000 was
not
paid,
th t
there would
be no way to recuperate the unpaid loans by the various First Nations, which were the
Woodland Cree First Nations ( 1,100,000 loan unpaid to Cunningham-Adams Small ap
Fund I)
and the Tall Cree Fist Nations ( 450,000 loan unpaid to Toyma Capital Inc.). The payment was
made to Mr. Ailabouni,
but
no assistance and or results were ever obtained and the loans
remain unpaid.
We also now understand and or believe th t at the time of the ongoing discussion between
Ailabouni, Spencer Pharmaceutical and the said buyer AL-Dora and its representative, Mr.
Alawaid and or Dr. Bandar,
th t
Mr. Ailabouni was battling cocaine, and
other
illegal drug
addiction. We understand him to have sought the help of rehabilitation centers in anada and
or the United States in the past 2 years, but do not have any details to
th t
effect other th t he
attended.
Mr. Ailabouni should be made a joinder defendant since by his reckless actions; he is said to
have creative a fictive buyout offer and has caused Spencer Pharmaceutical, its management,
Dr. Arella, Mr. Morrice and its consultants Hilbroy Advisory and, lAB Media to believe the
purchase offer and the said acquirer Al-Dora was substantive (real, important, meaningful and
considerable).
Mr. Ailabouni should be made a joinder defendant, since on the basis th t he is responsible for
the said buyout offer and th t he is a Canadian citizen and the court has already ruled, although
without prejudice th t this case is of the United States jurisdiction.
If joinder defendant of Mr. Ailabouni is denied by the court, this will create a significant
prejudice to the defendants.
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2 Rod Zimmer
The court should order to be joined as defendant Mr. Rod Zimmer. He is a
former
Liberal
Senator
of
anada and the direct superior
who
hired Rami Ailabouni and named him Special
Advisor on MENA . Mr. Zimmer was informed by Telephone and by Letter faxed and mailed to
his office of the transaction involving the said buyer AI-Dora and Spencer Pharmaceutical and
that his direct employee Mr. Ailabouni had introduced
the important
transaction. Since his
employee Mr. Ailabouni substantiated the said buyer and the transaction and Mr. Zimmer was
made aware of the involvement of his employee in organizing the said transaction, Mr. Zimmer
if any doubt existed should have made aware Spencer Pharmaceutical, its management and or
its consultant Hilbroy Advisory and or Jean-Francois Amyot that said transaction was not
sanctioned by his office and or conf irmed by his office. Instead, Mr. Zimmer made no comment
to the exception that Mr. Ailabouni was from a very wealthy and influential Middle Eastern
family and
that
he was glad
that
his office could have played a role in
the
said transaction.
Mr. Zimmer should be made a
joinder
defendant, since on the basis that he provided Mr.
Ailabouni with the title of Special Advisor on MENA and
with
the corresponding business
card. Also on the basis
that
Mr. Zimmer never denied the said transaction, and in support of
Mr. Ailabouni when he was made aware
of
the
said transaction said
the
Mr. Ailabouni was from
a very influential and wealthy family therefore provide his unconditional support to Mr.
Ailabouni and the said transaction. Mr. Zimmer is a Canadian citizen and the court has already
ruled, although without prejudice that this case is of the United States jurisdiction.
If joinder defendant of Mr Zimmer is denied by the court, this will create a significant prejudice
to the defendants.
3. The
anadian Government
The court should order to be joined as defendant the Canadian Government and or more
precisely if it wishes, the Canadian Senate. The Canadian Government was the employer of
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both Mr. Zimmer and Mr. Ailabouni at the time of the said purchase offer by Al-Dora of Spencer
Pharmaceutical.
The Canadian government authorized Mr. Zimmer to hire Mr. Ailabouni as well as name him as
Special Advisor on MENA, Middle East and North Africa . Therefore, by their authorization
of
the use of the title provided the tools to Mr. Ailabouni for deception in the said purchase
offer by AI-Dora.
If joinder defendant of the Canadian Government is denied by the court, this will create a
significant prejudice to the defendants.
4. Francis Mailhot
The court should order to be joined as defendant Francis Mailhot. Mr.
Mailhot
is the President
and sole director of RainMaker Venture Capital Inc. Mr. Mailhot was
the
President and sole
director of RainMaker Global, which received 10,000,000 Free Trading shares of Spencer
Pharmaceutical from Finkelstein Capital Inc.
Mr. Mailhot previously owned 50%
of
Finkelstein Capital Inc. and owned 50%
of
lAB Media Inc.
Mr. Mailhot also owned through RainMaker Venture Capital a website named
Hypergrowthstocks who
touted
the stock
of
Spencer Pharmaceutical. Mr.
Mailhot
along
with
lAB Media staff, managed, schedule and directed the hiring of newsletters to cover the press
releases issued by Spencer Pharmaceuticals.
Mr Mailhot
Mr. Mailhot received by direct wire a large percentage of the trading proceeds from shares
traded by Tillerman Securities, Cunningham-Adams Small Cap Fund I as well as Cunningham
Adams Green Fund. Approximately 33% of all proceeds from the trading of the Spencer
Pharmaceutical shares were transferred to RainMaker Global at an account at FG Bank in
Geneva.
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Mr. Mailhot through RainMaker Global traded and benefited
from
100
of the
proceeds
of the
sale of 10,000,000 shares of Spencer Pharmaceutical in
the
account of FG Bank and or Julius
Baer Bank in Geneva.
Mr. Mailhot referred Strategema Capital to Spencer Pharmaceutical and Dr. Arella in order to
perform a due-diligence on Al-Dora and assist in the said
buyout
transaction. Strategema
Capital failed in their duty and did not assist Spencer Pharmaceutical in their due-diligence.
If joinder defendant Francis
ailhot
is denied by the court, this will create a significant
prejudice
to
the defendants.
5. RainMaker Venture Capital Inc.
The court should order to be joined as defendant RainMaker Venture Capital Inc. RainMaker
Venture Capital Inc. owned and operated a website named Hypergrowthstocks.com. Mr.
Mailhot, as capacity of president and sole officer
of
RainMaker Venture Capital scheduled all
newsletters included
the
coverage by lAB Media.
If joinder defendant RainMaker Venture Capital is denied by
the
court, this will create a
significant prejudice to the defendants.
6. RainMaker Global
The court should
order
to be joined as defendants RainMaker Global. RainMaker Global is a
Belize corporation owned by RainMaker Venture Capital and who's sole officer and director is
Francis Mailhot.
RainMaker Global was transferred 10,000,000 shares of Spencer Pharmaceuticals, and which
were deposited and sold at accounts at FG Bank and or Julius Baer Bank in Geneva.
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RainMaker Global received approximately 33 of all trading proceeds from the sale of Spencer
Pharmaceutical shares by Tillerman Securities, Cunningham-Adams Small Cap Fund I and or
Cunningham-Adams Green Fund.
If joinder defendant RainMaker Global is denied by the court, this will create a significant
prejudice to the defendants.
7. Christian Saunders
The court should order to be joined as defendants Christian Saunders.
Mr
Saunders is the
President of Tillerman Securities. Mr. Saunders is the signing authority for Tillerman Securities.
He approved the reception and deposit
of
12,000,000 shares
of
Spencer Pharmaceutical in the
name of Tillerman Securities. Mr Saunders executed transactions to sell all shares of Spencer
Pharmaceutical from October 2010 to approximately the beginning of March 2011. Mr.
Saunders approved
the
Cunningham-Adams Small Cap Fund I account on March 16, 2011,
which is after the bulk ofthe supposed trading by Cunningham-Adams Small Cap Fund
I.
The trading by Tillerman Securities
of the
shares of Spencer Pharmaceutical were executed and
approved by Christian Saunders.
If
joinder defendant Christian Saunders is denied by the court, this will create a significant
prejudice to the defendants.
8. Tillerman Securities
The court should order to be joined as defendants Tillerman Securities. Tillerman Securities
accepted, authorized and deposited 12,000,000 shares
of
Spencer Pharmaceutical in its name.
Tillerman Securities executed the sale
of
the shares
of
Spencer Pharmaceutical.
The Plaintiff claims the sale
of
Spencer Pharmaceutical at Tillerman Securities were that of
Cunningham-Adams Small Cap Fund I, however, the account was only approved on March 16,
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2011 and therefore Tillerman Securities have sold shares either short or in a front running
scheme and have benefited from the sale
of
said shares, and not the defendant as
the
Plaintiff
claims.
In addition, Tillerman Securities would have charged a significant commission for shares
th t
would have been sold in the account of Cunningham-Adams Small Cap Fund I and Cunnigham
Adams Green Fund once they were approved.
If Joinder defendant Tillerman Securities is denied by the court, this will create a significant
prejudice to the defendants.
9
Cunningham Adams Small ap
Fund
I
The court should order to be joined as defendants Cunningham-Adams Small
ap
Fund
I.
The
Plaintiff claims th t 5.8 million in proceeds were obtained by Cunningham-Adams Small ap
Fund J and its sister fund Cunningham-Adams Green Fund, yet failed to join them as
defendants.
Cunningham-Adams Small Cap Fund I is a Panama corporation and as such a separate legal
entity, with its bank accounts, brokerage accounts, and bylaws, and the piercing of the
corporate veil is not a unilateral decision to be taken by the plaintiff.
The Plaintiff failed to join Cunningham-Adams Small Cap Fund I and or its sister company,
Cunningham-Adams Green Fund, in order to circumvent
US
corporate law and or
th t
of a
foreign jurisdict ion, in this case Panama.
It is clear from the summons th t the Plaintiff believes most of the allege illicit trading profits
arising from the sale of Spencer Pharmaceutical shares were obtained in accounts in the name
of
Cunningham-Adams Small Cap Fund I and or Cunningham-Adams Green Fund.
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The bylaws
of
Cunningham-Adams Small
ap
Fund I, as well as its corporate structure, and
operational procedures clearly demonstrate a separate legal entity and the defendant did not
have unity
of
interest and ownership, and or wrongful conduct and or proximate cause and
therefore Cunningham-Adams Small Cap Fund I must be made a joinder defendant.
Cunningham-Adams Small Cap Fund l's trading was effected by two full time traders. The only
directions and or order was a blanket order to make a profit for the Cunningham-Adams Small
ap Fund I without regards to any filings, press releases made by portfolio companies.
In addition, traders entered all trades through an online platform and did not speak with any
one at either Hilbroy Advisory and or any
of
the defendants when entering a sell and or buy
order nor required any authorization to do so.
If Joinder defendant Cunningham-Adams Small Cap Fund I is denied by the court, this wil l
create a significant prejudice to the defendants.
10. Cunningham-Adams Green Fund
The court should order to be joined as defendants Cunningham-Adams Green Fund. The
Plaintiff claims
th t
5.8 million in proceeds were obtained by Cunningham-Adams Green Fund
and its sister fund Cunningham-Adams Small Cap Fund I, yet failed to join them as defendants.
Cunningham-Adams Green Fund is a Panama corporation and as such a separate legal entity,
with its own bank accounts, brokerage accounts, and bylaws, and the piercing
of
the corporate
veil is not a unilateral decision to be taken by the plaintiff.
The Plaintiff failed to join Cunningham-Adams Green Fund and or its sister company,
Cunningham-Adams Small ap Fund, in order to circumvent US corporate law and or th t
of
a
foreign jurisdiction, in this case Panama.
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It is clear from the summons
th t the
Plainti ff believes most of the allege illicit trading profits
arising from the sale of Spencer Pharmaceutical shares were obtained in accounts in the name
of Cunningham-Adams Green Fund and or Cunningham-Adams Small Cap Fund I.
The bylaws
of
Cunningham-Adams Green Fund, as well as its corporate structure, and
operational procedures clearly demonstrate a separate legal entity and the defendant did not
have unity of interest and ownership, and
or
wrongful conduct and
or
proximate cause and
therefore Cunningham-Adams Small Green Fund must be made a
joinder
defendant.
Cunningham-Adams Green Fund s trading was effected by two full time traders. The only
directions and or order was a blanket order to make a profit for the Cunningham-Adams Small
Cap Fund I
without
regards to any filings, press releases made by
portfolio
companies.
In addition, traders entered all trades through an online
pl tform
and did
not
speak
with
any
one at either Hilbroy Advisory and or any of the defendants when entering a sell and or buy
order nor required any authorization to do so.
If Joinder defendant Cunningham-Adams Green Fund I is denied by
the
court, this will create a
significant prejudice to
the
defendants.
11 Strategema Capital
The court should order to be joined as defendants Strategema Capital. Strategema was hired
by Spencer Pharmaceutical to assist in the Due-Diligence and with the buyout transaction.
Strategema failed to perform any due-diligence as required by their mandate and therefore had
they completed
their
mandate,
they
would have advised Spencer Pharmaceutical
not
to
pursue
the said buyout offer by said Al-Dora and this entire civil complaint would not have been filed.
They should be held responsible for their action and or lack thereof.
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If Joinder defendant Strategema Capital is denied by the court, this will create a significant
prejudice to the defendants
12. Sterling Stock nvestment l td
The court should order to be joined as defendants Sterling Stock Investment Ltd. Sterling Stock
Investment was said to be a private investment
firm
located in London,
UK
Sterling Stock
Investment provided several letters to Spencer Pharmaceutical as it relates to funds they were
holding in escrow to complete the acquisition of Spencer Pharmaceutical by said AI-Dora.
Mr. Ailabouni spoke highly of Sterling Stock Investment as a firm that he and his family had
worked
with
in the past.
At and or around the time of the letters by Sterling Stock Investment, very little information
could be found on the internet, and the company s website was limited to a contact
information. However, Sterling Stock Investment has a website today and is said to be a luxury
yacht charter company.
If Joinder defendant Sterling Stock Investment Ltd. is denied by the court, this will create a
significant prejudice to the defendants
13. Carol Schlosser
The court should order to be joined as defendants Mr. Carol Schlosser.
Mr. Carol Schlosser is the sole representative, officer and director of Sterling Stock Investment
Ltd. Mr. Schlosser authored
the
letters
to
Spencer Pharmaceutical as it relates to a
confirmation
that
his company was holding funds to be used by said AI-Dora
to
acquire Spencer
Pharmaceutical.
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..
,
The shares registered to
Mr
Houle were deemed issued at the closing
of
the reverse merger,
and therefore at the same time as shares issued to Cunningham-Adams Small Cap Fund I and to
Finkelstein Capital. Mr. Houle registered the shares under rule 144 and therefore according to
the plain tif f has also violated section 17(a)(1) and (3) as well as section lO(b).
If Joinder defendant Alain Houle is denied by the court, this will create a significant prejudice to
the defendants.
15 Stephane Goulet
The court should order to be joined as defendants Stephane Goulet.
Mr. Goulet was issued and or transferred shares of Spencer Pharmaceutical to his personal
name, to his wife's name and to his corporat ion's name, Gous Inc. Mr. Goulet is a friend of Dr.
Arella and a longtime business associate.
Mr. Goulet registered free trad ing the shares that were in the name
of
his holding company,
Gous Inc. Mr. Goulet deposited shortly before the announcement of
the
said buyout by AL
Dora and sold all the shares between October 2010 and January 2011 and therefore Mr. Goulet
through his holding company, profited in the same manner as the Plaintiff claims the funds
Cunningham-Adams Small Cap Fund I and Cunningham-Adams Green fund i
Although we do not have any information as to the reason
why
Mr Goulet was issued and or
transferred shares of Spencer Pharmaceutical, it is a fact
that
he sold all of his shares in the
timeframe.
The shares registered to Mr Goulet were deemed issued at the closing of the reverse merger,
and therefore at the same
time
as shares issued to Cunningham-Adams Small Cap Fund I and to
Finkelstein Capital. Mr. Houle registered the shares under rule 144 and therefore according to
the plainti ff has also violated section 17(a)(1) and (3) as well as section lO(b).
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If
Joinder defendant Stephane Goulet is denied by
the
court, this will create a significant
prejudice to the defendants
16. Gous Inc.
The court should order to be joined as defendants Gous Inc.
Gous Inc was issued and
or
transferred shares of Spencer Pharmaceutical. Gous Inc. is the
holding company of Stephane Goulet.
Gous Inc registered
free
trading
the
shares and deposited shortly before
the
announcement
of
the
said
buyout
by AL-Dora and sold all the shares between October 2010 and January 2011
and therefore Gous Inc. profited in the same manner as the Plaintiff claims the funds
Cunningham-Adams Small Cap Fund I and Cunningham-Adams Green fund did
Although we do not have any information as to the reason why Gous Inc. was issued and or
transferred shares of Spencer Pharmaceutical,
it
is a fact
that
it sold all of his shares in the
timeframe.
The shares registered to Gous Inc were deemed issued at the closing of the reverse merger, and
therefore at
the
same time as shares issued
to
Cunningham-Adams Small Cap Fund I and
to
Finkelstein Capital. Gous Inc. registered the shares under rule 144 and therefore according to
the
plaintiff
has also violated section 17 a) 1) and 3) as well as section lO b).
If Joinder
defendant
Gous Inc. is denied by
the
court, this
will
create a significant prejudice
to
the defendants
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17. Anne Yamashita
The court should order to be joined as defendants Anne Yamashita.
Mrs. Yamashita is
Mr
Stephane Goulet s wife. Mrs. Yamashita was issued and or transferred
shares of Spencer Pharmaceutical to her personal name.
Mrs. Yamashita through her husband and his holding company profited from the trading in
Spencer Pharmaceutical.
If Joinder defendant Anny Yamashita is denied by the court, this will create a significant
prejudice to the defendants
18. Joseph Emas
The court should order to be joined as defendants Joseph Emas
Mr. Emas was retained by Spencer Pharmaceutical and its management, Dr. Arella and Mr.
Morrice to review, advise, and approve the content of press releases and filings issued by the
company.
Mr.
Emas
attended meetings
with
Ailabouni and the said representatives
of
AI-Dora. Mr.
Emas
is a securities lawyer and should have prevented the said buyout and related information to be
released to the public and should have advised Spencer Pharmaceutical and its management to
keep all information private until such time as the said offer was further substantiated and not
only rely on
Mr
Ailabouni,
the
office of Rod Zimmer and
the
credibility of
the
Canadian
government.
If Joinder defendant Joseph Emas is denied by the court, this will create a significant prejudice
to the defendants
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19. University
of
Quebec in ontreal (UQAM)
The court should order to be joined as defendants the University of Quebec in Montreal
(UQAM).
UQAM signed a research agreement with Spencer Pharmaceutical. UQAM performed all
research on behalf
of
Spencer Pharmaceutical. UQAM was aware of
the
press releases issued
by Spencer Pharmaceutical and its management as it relates to the agreement with UQAM, the
research undertaken, the result of said research and the patents derived from said research.
The Plaintiff claims
that
no patent was ever obtained by Spencer Pharmaceutical from the
research performed by UQAM and
that
no intellectual
property
existed and or no favorable
results were ever obtained
from
said research.
It is clear
that
in the event, the Plaintiff did not make unsubstantiated statements
that
the
University of Quebec in Montreal, should be joined as a defendant as a result
of
the false or
erroneous information released by Spencer pharmaceutical of which they were fully aware and
have participated in drafting. The fact that
the
University is underfunded, could have resulted
in the decision to over look
the
erroneous information disseminated to
the
public
without
regards to potential losses or liabili ties upon
the
University, the company and or its personnel.
If joinder defendant University of Quebec in Montreal is denied by the court, this will create a
significant prejudice to the defendants.
20. Dr. Alexandruu Mateescu
The court should
order
to be joined as defendants Dr. Alexandruu Mateescu.
Dr. Mateescu was the head scientist responsible for the UQAM research agreement with
Spencer Pharmaceutical. Dr. Mateescu oversaw all research for and on behalf of Spencer
Pharmaceutical. Dr. Mateescu was a member
of
the Scientific Advisory
of
Spencer
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Pharmaceutical.
Dr. Mateescu owned a significant amount of shares
of
Spencer
Pharmaceutical.
Dr. Mateescu was aware of all press releases issued by Spencer Pharmaceutical and its
management and have participated in drafting said press releases.
Plaintiffs claims are that there are no patents, no intellectual properties, and no significant
results derived from said research and therefore Dr. Mateescu knowingly assisted Spencer
Pharmaceutical and its management to disseminate the false and or erroneous information to
the
public and or should have prevented said information to be released to
the
public and as
such should be joined as a defendant.
If joinder defendant Dr. Alexandruu Mateescu is denied by the court, this will create a
significant prejudice to the defendants.
21. Diane Dalmy
The court should order to be joined as defendant Diane Dalmy.
Diane Dalmy is a securities attorney retained by Spencer Pharmaceutical and its management,
Dr. Arella and
Mr
Morrice to assist, review, research and provide a legal opinion
letter
to
register free trading shares of Cunningham-Adams Small Cap Fund I, Finkelstein Capital, Alain
Houle and Gous Inc.
According to
the
Plaintiff, said shares should not have been registered free trading and it
resulted in an alleged violation
of
section 5
of
the
securities act. Her actions
of
providing a
legal opinion and supporting material by itself
the
violation of section 5. Spencer
Pharmaceutical, its management and shareholders relied on the expertise of a securities lawyer
in order to have
the
said shares registered free trading .
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Notwithstanding
that the
shares were actually only deposited and sold over 12 months from
issuance, or issued date and
that
no securities were sold in violation
of
section 5, Diane Dalmy
should be joined as a defendant,
for her
erroneous research and conclusion as
to
the validity
of
registration into free trading
the
said shares as well as the issuance
of
the legal opinions to
enable the registration.
If joinder defendant Diane Dalmy is denied by the court, this will create a significant prejudice
to the defendants.
22. Mitchell Segal
The court should
order
to
be
joined
as defendant Mitch Segal.
Mitch egal was retained by Spencer Pharmaceutical and its management
to
render an opinion
as to
whether
there was adequate current information concerning Spencer Pharmaceutical as
published on the Pink Sheets News Service within the meaning of Rule 144 (c) (2) under the
Securities Act
of
1933.
Mr
egal
is a securities attorney.
Mr.
Segal has examined documents, such as corporate
records, and has
met
the board of directors and management of Spencer Pharmaceutical. Mr.
egal reviewed the Information and Disclosure Statement and financials filed by Spencer
Pharmaceutical as well as its shareholders list.
Mr. egal issued a legal opinion to the Pink OTe Markets as it relates the research, review and
analysis of the
information
made public by Spencer Pharmaceutical and its management.
The Plaintiff claims that the information released to the public was false and or misleading and
therefore Mr. Segal's work was either not performed and or lacked integrity and as such Mr.
Segalshould be joined as a defendant.
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./
If joinder defendant Mitchell Segal is denied by the court, this will create a significant prejudice
to the defendants.
23 lexey Nikitin
The court should order to be joined as defendant Alexey Nikitin.
Mr. Nikitin is the sole representative, officer and or director of Lesco Mr. Nikitin authored
several letters address to Spencer Pharmaceutical as it concerns the said potential buyout offer.
Mr. Nikitin signed the let ter as Chief Financial Officer of Lesco Mr. Nikitin described Lesco as a
Financial Advisory firm, representing a large private equity with
the
interest in acquiring
Spencer Pharmaceutical.
In the letters authored by Mr. Nikitin, a website was provided at the time; www.les-co.ru
however, no content was available and it was said to be under construction. However, the
same website address today with a similar logo provides
for
a description of the company as a
leading manufacturer
of
high quality environmentally fr iendly products.
Mr. Nikitin s letters and confirmation by Mr. Ailabouni
of
them and
the
link between the letters,
AI-Dora and the confirmation
of
Mr. Ailabouni, the office
of
Senator Rod Zimmer and the
credibility awarded by the government
of
Canada has cause
the
defendants to believe the
letters to be substantiated and has resulted in Spencer Pharmaceutical and its management as
well as its advisers to dr ft and release information to the public which were either false or
misleading.
If joinder defendant Alexey Nikit inl is denied by the court, this will create a significant prejudice
to the defendants.
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24. Lesco
The court should order to be joined as defendant esco
Several letters from the company Lescowere sent by fax to Spencer Pharmaceutical as it relates
to said buyout offers and Al-Dora. Although at the t ime, there was no website for the company
and only a under construction notice appeared at
their UR
address www.les-co.ru , today is a
different story and esco describes itself as a leading manufacturer of high quality
environmentally friendly products.
It is clear
from
the letters that there is a link between Les-co, the author, Mr. Nikitin, Mr.
Ailabouni and the said buyer AI-Dora.
If joinder defendant Lesco is denied by the court, this will create a significant prejudice to the
defendants.
25. Dr. Bandar AI-Dhafiri
The court should order to be joined as defendant Dr. Bandar AI-Dhafiri
Dr. AI-Dhafiri is the signing officer and Chairman
of
said Al-Dora as confirmed by Mr. Ailabouni,
the office
of
Senator Zimmer and
the
Canadian Government. Dr. AI-Dhafiri s signature appears
along with a corporate seal on several documents including
but
not limited to said purchase
offer agreement signed on December 8, 2010.
Although none
of
the defendants have met Dr. AI-Dhafiri, all signatures were obtained by Mr.
Ailabouni and he confirmed
the
signatures has being authentic, which substantiated the offer,
and the existence of Al-Dora, and Dr. AI-Dhafiri.
f
joinder defendant Dr. Bandar AI-Dhafiri is denied by the court, this will create a significant
prejudice to the defendants.
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26. L utorite des Marches Financiers du Quebec. (AMF)
The court should order to be joined as defendant L utorite Des Marches Financiers du Quebec
(AMF).
The AMF is said to have begun an investigation on Spencer Pharmaceutical on July 12, 2010.
The AMF closely followed Spencer Pharmaceutical unfold, reviewed every press releases, and
were therefore fully aware of the said buyout by said Al-Dora and did nothing to request more
information, or use its bestowed powers to stop or at the very least to temporarily stop
the
events from unfolding.
As the regulatory body mandated by the government
of
Quebec to regulate the province s
financial markets and provide assistance to consumers of financial products and services, the
AMF had a duty to seek immediate injunction and request
that
the shares of Spencer
Pharmaceutical be temporarily suspended until such time as all information pertaining to the
said buyout offer, and or about said Al-Dora was provided, reviewed, and confi rmed. Instead,
the AMF opted to standby, collect information and allow erroneous and false information be
distributed to the public and
that
starting on July 12, 2010.
It is the AMF s mission to supervise the activities connected with the distribution of financial
products, and to supervise stock market and monitor
the
securities market. The AMF oversight
activities of Securities is overseeing the proper operations of securities markets and ensuring
the protection
of
investors. In addition, they analyse disclosure documents regarding securities
distributions or public offering, make sure that reporting issuers provide securities holders, and
the other market participants with the financial statements, Management, Discussion and
Analysis and
other
documents required by law and regulations. The AMF must also ensure
that
securities issuers and other financial sector participants adhere to their obligations.
Clearly the AMF s failed to act on its mandate and since they had known and or have
investigated every press release, filings since July 12, 2010, the AMF had an obligation to act
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and seek the suspension
of
the shares of Spencer Pharmaceutical, and request further
justifications, and information from the management
of
Spencer Pharmaceutical and from the
said acquirer AI-Dora. Had the AMF acted on its mission
of
oversight of financial markets, the
Plaintiff's claims would have been non-existent and therefore we request the court to joined
the AMF as a defendant.
If joinder defendant Autorite des Marches Financiers du Quebec is denied by the court, this will
create a significant prejudice to the defendants.
b) The Court should order th Plaintiff to amend its civil complaint and or Statement of
claims
to
include th people and ent ities listed as defendants
The information obtained during the discovery period has provided enough evidence to the
Plaintiff to amend its civil complaint and or Statement of claims to include the people and
entities we have requested to be joined as defendants.
The Plaintiff's civil action is not a "vanilla" civil action, as the Securities and xchange
Commission, the Plainti ff should not be satisfied to obtain a judgment and or partial judgment
from a defendant or defendants, but should seek the truth and pursue all possible defendants
regardlessof cost, tim and or degree
of
difficulties.
The court should not allow the bundling of unrelated defendants to have the effect of
subjecting a defendant to substantial risk of incurring double, multiple or otherwise
inconsistent obligations.
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c) The Court should order a stay of the proceedings until such time as the Plainti ff has
amended its civil
complaint and or statement
of
claims
The information obtained during the discovery period has provided enough evidence to the
Plaintiff to amend its civil complaint and or Statement of claims to include the people and
entities we have requested to be joined as defendants.
It is therefore in the
interest of this court to order a stay
of the
proceedings indefinitely and
provide the necessary time
for
the Plainti ff to amend its civil complaint and or statement of
claims as well as serve the amended summons to the
joinder
defendants.
d) The Court should dismiss
this
civil action
for
defendant Jean-Francois
myot
The information obtained during the discovery period has provided enough evidence to the
Plaintiff to dismiss defendant Jean-Francois Amyot from these proceedings.
Respectfully
September 23, 2014
Defendant
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