IPO Holding Company Inc., Initiates Legal Proceedings Against International Pharmacy Outlets Inc.

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. The Defendants are Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathan Lambert and Todd Klindworth,

Boca Raton, FL (PRWEB) July 19, 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. The defendants are Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathan Lambert and Todd Klindworth,
(the "Defendants")

International Pharmacy Outlets, Inc., ("IPCY" - Pink Sheets), a pharmaceutical holding company operating through two wholly owned subsidiaries; (i) Caribbean Marketing Agencies, Anguilla Ltd., ("CMA") an exclusively licensed Caribbean, duty free ports and duty free zone generic prescription drug wholesaler and distributor for Cipla Limited and Nebumed Pharma Limited of Mumbai India. (ii) AccessRX (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 allegedly misleading and fraudulent press releases issued by IPCY between 11/07/2003 and 12/10/2003 and promotion on IPCY's website – www.ipcy.com, the Defendants; Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathan Lambert and Todd Klindworth, 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 engaged in selling approximately 2,004,000 free trading shares to public investors during the promotion period. the Defendants; Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathan Lambert and Todd Klindworth, received approximately $3,000,000 from the sale of shares to the public.    

In the 11/07/2003 and 12/10/2003 press releases, IPCY management confirmed and ratified that the controlling shareholder 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 IPCY common shares for each 1 share of IPCY preferred.

IPOH alleges that systematic fraud and gross misrepresentation began shortly before the promotion, through the promotion and continued after the press release campaign. Shortly thereafter the defendants; Ike Nigam, Jefferey Sivertsen, Michael P. McCabe, J D Pulver, Dr. Steven Channey, Wade Henriksen, Philippe Jean Marie Beyere, Sharon Matthews, Jonathan Lambert and Todd Klindworth allegedly sold all of the free trading IPCY shares. The Defendants then divested IPCY shareholders 'crown jewel' asset; Access RX (CR) SA.

Access RX (CR) SA had only recently been acquired in November 2003 by IPCY for $135,000. This was 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 a material asset divestiture circumstance.    

The purchaser of this asset 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 defendants agreed and signed off on this fraudulent divestiture. IPOH is evaluating evidence of an alleged cash payment received by one of the defendants for arranging and executing this divestiture of shareholders assets.

The alleged fraud continued in early March 2004 with the defendants inviting Michael P. McCabe to take the President & Chief Executive Officer roles. Michael McCabe was already an Officer and 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 22, 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 newly 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 in an attempt to dilute the bonafide control 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 or nominees. This is a transparent and fraudulent attempt to steal the voting and shareholder control without the prior votes or consent of the existing controlling shareholders or the shareholders of record approval resolution or valid legal opinion.
The Trio remaining on the board did not calculate that the super voting rights of the newly created port reverse-split shares now created 100,000,000,000,000 votes and 20,000,000,000,000 common shares upon conversion. These numbers are over and above the authorized shares of 500,000,000 indicating that the Trio did not understand or comprehend the gravity of reverse splitting preferred stock or that the preferred stock has embedded shareholder rights and investment 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. Demands for such have been served on both PacWest LLC and IPCY and there alleged attorneys. None has been forthcoming.    

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 (the Company's previous transfer agant) to the incumbent transfer agent PacWest LLC so that an accurate consolidation could occur. This exit invoice payment of $850 inc. to OTR was to have been transacted on 8/26/2003, but for whatever reason IPCY management decided that PacWest was better off working "in the dark" without the previous Transfer Agent records. This is a highly questionable act and requires SEC investigation.    

The management of IPCY has deemed it appropriate to gag PacWest LLC transfer agent from divulging any information to public shareholders regarding IPCY shares issued and outstanding - as is the Company's policy. However, as of today’s date, the Company continues to refuse to respond to any public shareholders regarding the question of shares issued and outstanding.

IPOH has alerted the Securities and Exchange Commission that IPOH has a SEC 13D filing requirement and that IPOH has attempted through a variety of means to discover the accurate number of IPCY shares issued and outstanding. Alas, IPOH has been unable to uncover the true number of shares issued and outstanding. Equally IPOH has been unable to inspect any prima fascia evidence of the corporate authority, corporate minutes, resolutions or valid legal opinions regarding the new preferred issuances on or after April 22nd 2004, or any issuances of any kind.

On June 15, 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 (conversion formula = (1x2) x 1,000,000. IPCY has to date denied the conversion of these preferred shares without any valid legal basis or valid 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 IPCY corporate counsel. Without offering any valid legal opinion or legal basis on behalf of his client, Mr. Soloski stated that 'his clients' believed that the 10,000,000 shares of allegedly illegal preferred shares were validly issued. Mr. Soloski offered no prima fascia evidence on behalf of his clients in order to prove the validity of the issuance and without a legal basis Mr Soloski 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 IPOH extended an invitation to 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, the immediate resignation of Michael McCabe as President and CEO and the immediate resignation of 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 directors have 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 gross misconduct has occurred and continues to occur unabated and that the previous and present officers and directors have made serious material public mistatements during the promotion period and sold shares of IPCY at artificially inflated prices reaping millions of dollars. IPCY has sold unregistered shares in an allegedly illegal private placement offering breaching Federal Securities laws, Nevada State Securities laws and Mail Fraud - 18 U.S.C. All of these charges may have been aided and abetted by the incumbent transfer agent PacWest Transfer LLC and its proprietors – Joseph Meuse and Laurel Poffenroth, who will be enjoined jointly abnd severaly 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. Charges included, but are not limited to allegedly violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 13(a), 13(d) and 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 12b-20, 12b-25, 13a-1, 13a-11, 13a-13, 16a-2 and 16a-3 thereunder.    

Source IPO Holding Company Inc.,
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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.

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Source :  http://www.prweb.com/releases/2004/7/prweb142304.htm