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SEC v. Spencer Pharmaceutical Inc Et Al Doc 142 Filed 03 Nov 14

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Case 1:12-cv-12334-IT Document 142 Filed 11/03/14 Page 1 of 3 UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS ___________________________________________ ) SECURITIES AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) v. ) ) SPENCER PHARMACEUTICAL INC., et al., ) ) Defendants. ) ___________________________________________ ) Case No. 1:12-cv-12334-IT STIPULATED FACTS 1. In 1998, a company named Cortez Development Ltd. was incorporated in Delaware. By 2008, after several name changes, the com
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  UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS  ___________________________________________ ) SECURITIES AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) v. ) Case No. 1:12-cv-12334-IT ) SPENCER PHARMACEUTICAL INC., et al ., ) ) Defendants. )  ___________________________________________ ) STIPULATED FACTS 1.   In 1998, a company named Cortez Development Ltd. was incorporated in Delaware. By 2008, after several name changes, the company was known as Emergensys Corp. (“Emergensys”). An individual named Jean-Guy Lambert was a director of Emergensys. 2.   In February 2008, a company named Wolverine Oil and Gas Corp. (“Wolverine”) was incorporated in Nevada. Defendant Jean-François Amyot was its President and only director. 3.   In May 2009, Mr. Amyot filed an amendment to change Wolverine’s name to Spencer Pharmaceutical Inc. 4.   In June 2009, Mr. Amyot caused Emergensys to enter into a reverse merger with the newly-renamed Spencer Pharmaceutical Inc. (formerly Wolverine). 5.   In connection with the reverse merger, Emergensys changed its name to Spencer Pharmaceutical Inc. as well, just as Wolverine had done before merging with Emergensys. Emergensys also undertook a “reverse split” of its issued and outstanding shares at a ratio of 1 share for every 25, resulting in a post reverse split of approximately 2,000,000 outstanding common shares. The new, and only remaining, Spencer Pharmaceutical Inc. (or “Spencer”) that Case 1:12-cv-12334-IT Document 142 Filed 11/03/14 Page 1 of 3  2 emerged from the reverse merger thereafter issued approximately 245,000,000 additional common shares, for a total of approximately 247,000,000 outstanding common shares. 6.   Spencer’s common stock was quoted under the symbol SPPH on OTC Link (formerly the “Pink Sheets”) operated by OTC Markets Group Inc. 7.   In July 2009, Mr. Amyot became a director and vice president of the new Spencer and Marc Gagnon became a director. 8.   On November 16, 2009, Maximilien Arella became a director of Spencer and was appointed president and CEO. Simultaneously, Mr. Amyot resigned as vice president of Spencer, Marc Gagnon resigned as a director of Spencer, and Jean-Guy Lambert resigned all  positions with Spencer. 9.   On November 22, 2009, Mr. Amyot resigned as a director of Spencer and Ian Morrice became a director and was appointed executive vice president and secretary of Spencer. 10.   At all relevant times, Mr. Amyot was the President and a director of a company called Hilbroy Advisory Inc. 11.   At all relevant times, Mr. Amyot was the President and the director of a company called IAB Media Inc. 12.   At all relevant times, Mr. Amyot was the President and sole officer and director of two funds called the Cunningham-Adams Small Cap Fund I and the Cunningham-Adams Green Fund. 13.   At all relevant times, Mr. Amyot used the email address  jfamyot@hilbroryadvisory.com for email correspondence. Case 1:12-cv-12334-IT Document 142 Filed 11/03/14 Page 2 of 3  3 Respectfully submitted, SECURITIES AND EXCHANGE COMMISSION, By its attorneys,  /s/ Rua M. Kelly Rua M. Kelly (Mass. Bar No. 643351) James R. Drabick (Mass. Bar No. 667460) Boston Regional Office 33 Arch Street, 23 rd   Floor    Boston, MA 02110   (617) 573-4535 (Drabick direct) (617) 573-4590 (fax) Drabickj@sec.gov (Drabick email) DATED: November 3, 2014 JEAN-FRANÇOIS AMYOT  /s/ Jean-François Amyot   CERTIFICATE OF SERVICE I hereby certify that on November 3, 2014, the foregoing was filed electronically with the Court and was served upon Jean-François Amyot, the remaining individual defendant who is appearing  pro se , by electronic means. /s/ Rua M. Kelly Rua M. Kelly Case 1:12-cv-12334-IT Document 142 Filed 11/03/14 Page 3 of 3
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