SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14

'f
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
SPENCER PHARMACEUTICAL INC.
MAXIMILLIEN ARELLA 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 <JfTHE
MOTION TO COMPEL JOINDER DEFENDANTS
Defendant, Jean-Francois Amyot, appearing pro se, submits this memorandum of law in
support of his motion to compel joinder defendants, Rami Ailabouni, Rod Zimmer, the Canadian
Government, Francis Mailhot, Rainmaker Venture Capital Inc., Rainmaker Global, Christian
Saunders, Tillerman Securities, Cunningham-Adams Small Cap Fund I, Cunningham-Adams
Green Fund, Strategema Capital, Sterling Stock Investment Ltd, Karol Schlosser, Alain Houle,
Stephane Goulet, Gous Inc., Anne Yamashita, Joseph Emas, the University of Quebec in
Montreal, Dr. Alexandruu Mateescu, Diane Dalmy, Mitch Segal, Alexey I\likitin, Lesco, Dr.
Bandar AI-Dhafiri, and L'Autorite Des Marches Financiers du Quebec.
Pursuant to Federal Rule of Civil procedures, Rule 19 (1) (ii), the motion to compel
joinder defendants is required to prevent existing party to be subject to a substantial risk of
incurring double, multiple, or otherwise inconsistent obligations.
Case 1:12-cv-12334-IT Document 115 Filed 10/01/14 Page 1 of 32
4
,
a. ThePlaintiffseeksdisgorgementofill gottengainsfromthetradinginthesecurities
ofSpencerPharmaceutical,wherebyalltradingwereaccordingto thePlaintiff'sown
finding in accounts owned and or at Tillerman Securities, Cunningham-AdamsSmall
Cap FundI,andCunningham-AdamsGreenFund.
b. Noneofthetradeswereenteredbythe defendants
c. None ofthe trading proceeds from Tillerman Securities, Cunningham-Adams Small
CapFund Iand or Cunningham-Adams Green Fund were obtained byJean-Francois
Amyot
d. The Defendants relied upon expert advice to review, approve and provide a legal
opiniononallpressreleasesandcorporatefilings disseminatedto the public.
e. The Defendants relied upon expert advice to review, approve and provide a legal
opinionasto theeligibilityto registershares"freetrading"underRule144.
f. The Defendants relied upon expertadvice, assistanceand credibilityofthe office of
aCanadian Senator, its SpecialAdvisor on Middle Eastand North Africa aswell as
the governmentofCanada.
BACKGROUND
1. Rami Ailabouni
RamiAilabouni, a Canadian citizen, residing in Montreal, Quebec, Canada. According to his
curriculumvitae, Mr. Ailabouniisemployedbythe CanadianGovernment,andmore specifically
the Senateof Canada. He hasbeen employed by the Canadian Government since December
2008to present. Mr. Ailabouni'stitleis"SpecialAdvisoron MENA (Middle East& NorthAfrica)
Affairs. Still accordingto hiscurriculum vitae, Mr. Ailabouni's responsibilitywasto "develop all
the necessary support and aspects on political basis, which depends highly on economy, which
makes us act asasenior investment banking...", Mr. Ailabouni's previous employmentwasas
Vice-President, Investment Banking Syndication for Noor Capital of Abu Dhabi, United Arab
Emirates from January 2005 to December 2007. Mr. Ailabouni issaid to be fully proficient in
EnglishandArabic. (Schedule A)
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, K1A OA4 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)

3. TheCanadian Government
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 Mailhot is a Canadian citizen residing in Blainville, Quebec, Canada. Mr. Mailhot 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 Cap 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 with 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.
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 owner 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 the President of Tillerman Securities, a Bahamian brokerage firm.
ChristianSaundersisthesole signing person at Tillerman Securities and approved the account
opening for both Cunningham-Adams Small CapFund I and Cunningham-Adams Green Fund,
andwherebythe account forCunningham-AdamsSmallCapFundIwasapproved on March 16,
2011.(ScheduleG)
ChristianSaundersexecuted trades on behalfofTillerman Securities and its clients. According
to the Plaintiffcomplaint, Tillerman Securities have executed saleorderofapproximately $5.8
million.(ScheduleH)
8. TillermanSecurities
TillermanSecuritiesisabrokeragefirmlocated in Nassau, Bahamas.
Tillerman Securities received 12,000,000 free trading shares from Finkelstein Capital and
deposited saidshares with Penson Financial and or another US clearing and brokerage firm in
itsown name on May24,2010. TheaccountforCunningham-AdamsSmallCapFundIwasnot
approved untilMarch 16,2011. (Schedule F)and(ScheduleG)
9. Cunningham-AdamsSmall CapFundI
Cunningham-Adams Small Cap Fund I is a company registered and located in the city of
Panama, Panama.
Cunningham-Adams SmallCapFundI'svotingcommon sharesare ownedbyToyma CapitalInc.
and its participating sharesare owned by several othershareholders including butnotlimited
to FrancisMailhot,through hisownershipofRainmakerGlobal.
Cunningham-Adams SmallCapFundIandCunningham-AdamsGreen Fundaresaidto havesold
approximately$5.8millionofSpencerPharmaceuticalsharesthroughtheiraccount atTillerman
Securities.(Schedule H)
...
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
t h
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.
..
13.KarolSchlosser
KarolSchlosser isthesolerepresentativeandownerofSterlingStockInvestmentLtd.
14.AlainHoule
Alain Houle isaCanadian citizen residing in Montreal, Quebec, Canada. Mr. Houle wasissued
2,000,000 (two million) restricted shares of Spencer Pharmaceutical on (Schedule F). On
September 22, 2010, the shares issued to Alain Houle were registered "free trading", and
deposited intohisbrokerage accounton October13,2010,or afewdayspriorto the beginning
ofthe announcementsofthebuyoutoffer.TheregistrationoftheshareswasauthorizedbyDr.
MaxArella andIanMorrice.
AlainHouleisalong-timebusinesspartnerofDr.Arella.
15.StephaneGoulet
Stephane Goulet isaCanadian citizen livingin Laval,Quebec, Canada. Mr. Goulet was issued
7,500,000 (seven million, five hundred thousand) restricted shares ofSpencer Pharmaceutical
(ScheduleF).
16.GousInc.
GousInc. is a Canadian holding company wholly owned by Stephane Goulet. Gous Inc. was
issued 1,000,000 (one million) restricted sharesofSpencer Pharmaceutical (Schedule F). On
October20,2010,the sharesissuedtoGousInc.were registered "freetrading", and deposited
intoitsbrokerageaccount. Theregistrationoftheshareswasauthorizedby Dr.MaxArella and
IanMorricejustafewdaysbeforethebeginningoftheannouncementsofthebuyoutoffer.
17.Anne Yamashita
AnneYamashita,isaCanadiancitizen,residing inLaval,Quebec,Canada. AnneYamashitaisthe
wife of Stephane Goulet. Mrs. Yamashita-Goulet was issued 7,500,000 (seven million five
hundredthousand)restrictedsharesofSpencerPharmaceutical. (Schedule F)
18. Joseph Emas
Joseph Emas is a Canadian citizen, who resides in Miami, Florida, United States of America. Mr.
Emas is a corporate lawyer. Mr. Emas 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 Montreal
The University of Quebec in Montreal 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.

22. Mitch Segal
Mitch Segal is a United States citizen, residing in New York, NY, United States. Mr. Segal is a
securities attorney. Mr. Segal reviewed all financial filings and advised Spencer Pharmaceutical
on adequate current information including financial filings and other corporate records.
(Schedule K)
23. Alexey Nikitin
Mr. Alexey Nikitin is believed to be a Russian Citizen. He is also said to be the owner of Les-
Co.ru. Alexey I\likitin, signed a letter as the Chief Financial Officer of Les-Co.ru a company said
to be a Investment Advisory firm representing a private equity fund, who had an interest in
acquiring Spencer Pharmaceutical. (Schedule L)
24. Lesco
Les-Co.ru is a Russian company, who claimed it was an Investment Advisory firm, represented
by its CFO, Alexey Nikitin. The representation of Les-Co is that it was representing a private
equity firm interested in acquiring Spencer Pharmaceutical. (Schedule L)
25. Dr. Bandar AI-Dhafiri.
Dr. Bandar AI-Dhafiri is a Kuwaiti citizen, residing in Kuwait. Dr. Bandar AI-Dhafiri is said to be
the Chairman of At-Dura, a Kuwaiti company interested in acquiring 100% of Spencer
Pharmaceutical for a price of $245 million. Dr. Bandar AI-Dhafiri signed several documents
including a agreement December 8, 2010. (Schedule M)
26. Autorite Des Marches Financiers Du Quebec
The Autorite Des Marches Financiers Du Quebec (AMF) is the 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 is said to have begun an investigation
on Spencer Pharmaceutical on July 12, 2010. (Schedule N)
ARGUMENT
PERSONS NOTJOINEDANDREASONS FORJOINDERDEFENDANTS
a) TheCourt should orderJoinderdefendantsthepeopleand entitieslisted
Further to discovery, the Court should join the following defendants pursuant to Rule
19,a,iiofthe FederalRulesofCivilProcedure sincedenyingthepartiesto bejoinedwill
leave an existing party subject to a substantial risk of incurring double, multiple or
otherwiseinconsistentobligations.
1. RamiAilabouni
The court should order to be joined as defendant, Rami Ailabouni. Mr. Ailabouni was the
Special Advisor on MENA (Middle Eastand North Africa) for the Canadian Government. Mr.
Ailabouni introduced Spencer Pharmaceutical to the potential acquirer asper his Merger and
Acquisition MandatewithSpencerPharmaceutical. TheMergerandAcquisition mandate listed
AI-Dora as one of the potential investor and or acquirer. Mr. Ailabouni used his office as
"SpecialAdvisor on MENA" to convince the management ofSpencer Pharmaceutical aswell
theiradvisorthattheofferwasreal,substantiveandthatthecompanyAI-Dorawasasignificant
company with the financial means to undertake and complete the acquisition of Spencer
Pharmaceutical. Mr. Ailabouni also introduced the person representing the AI-Dora as a
memberof aMiddleEastRoyalfamilyandreferredto him as"HisExcellency". Mr. Ailabouni is
bilingual and is fluent in both English and Arabic and asthe person mandated by Spencer
Pharmaceutical and its management, he interacted with the said buyerand obtained anyand
allsigneddocumentsbythesaidofferingparty. Mr. Ailabouniusedtheinfluenceofhistitle,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 theyandtheirconsultantincludedinthedraftpressreleases.
Mr. Ailabouni's motives are unclear though we believe them to be monetary gain from a
"blackmail" scheme,or governmental "bribe"scheme. Herequested payments inthe pastfor
advance commissions, on repayment of loans by first nations in Canada and whereby said loans
were never paid and all under the pretext that if the $100,000 was not paid, that 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 Cap 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 that 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, that Mr. Ailabouni was battling cocaine, and other illegal drug
addiction. We understand him to have sought the help of rehabilitation centers in Canada and
or the United States in the past 2 years, but do not have any details to that effect other that 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 that he is responsible for
the said buyout offer and that he 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. Ailabouni is denied by the court, this will create a significant
prejudice to the defendants.
2. Rod Zimmer
The court should order to be joined as defendant Mr. Rod Zimmer. He is a former Liberal
Senator of Canada 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 confirmed 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 Canadian 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
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 EFG Bank in
Geneva.
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 EFG 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 Mailhot is denied by the court, this will create a significant
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
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 EFG Bank and or Julius Baer Bank in Geneva.
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
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
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,
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 that
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
9. Cunningham-Adams Small Cap Fund I
The court should order to be joined as defendants Cunningham-Adams Small Cap Fund I. The
Plaintiff claims that $5.8 million in proceeds were obtained by Cunningham-Adams Small Cap
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 that of a
foreign jurisdiction, in this case Panama.
It is clear from the summons that 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.
The bylaws of Cunningham-Adams Small Cap 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
Cap 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 will
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 that $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 Cap Fund, in order to circumvent US corporate law and or that of a
foreign jurisdiction, in this case Panama.
It is clear from the summons that 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 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 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 Green Fund I is denied by the court, this will create a
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.
If Joinder defendant Strategema Capital is denied by the court, this will create a significant
prejudice to the defendants
12. Sterling Stock Investment ltd
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.
,
As noted above, Sterling Stock Investment was said to be an private investment firm located in
London, UK. The company did not have a website at the time, but now does and the company
is said to be in the luxury yacht charter business. Mr. Schlosser and his company, Sterling Stock
Investment were endorsed by Mr. Ailabouni, and therefore by both Rod Zimmer and the
Canadian government.
If Joinder defendant Carol Schlosser is denied by the court, this will create a significant
14. Alain Houle
The court should order to be joined as defendants Alain Houle.
Mr. Houle was issued and or transferred shares from Spencer Pharmaceutical and the shares
were registered "free trading" upon the authorization of both Dr. Arella and Mr. Morrice. The
shares were deposited days prior to the announcement of the acquisition by said Al-Dorra of
Spencer Pharmaceutical.
Mr. Houle sold his shares during the period of October 2010 to January 2011. Therefore, Mr.
Houle profited in the same manner as the Plaintiff claims the funds Cunningham-Adams Small
Cap Fund I and Cunningham-Adams Green fund did.
Mr. Houle is a friend and long time business associate of Dr. Arella and was responsible for
initiating the research projects with UQAM.
Although we do not have any information as to the reason why Mr. Houle 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. 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 plaintiff 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 corporation's name, Gous Inc. Mr. Goulet is a friend of Dr.
Arella and a longtime business associate.
Mr. Goulet registered "free trading" 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 did
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
If Joinder defendant Stephane Goulet is denied by the court, this will create a significant
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
If Joinder defendant Gous Inc. is denied by the court, this will create a significant prejudice to
the defendants
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
If Joinder defendant Anny Yamashita is denied by the court, this will create a significant
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

19.UniversityofQuebecin Montreal(UQAM)
The court should order to be joined as defendantsthe University of Quebec in Montreal
(UQAM).
UQAM signed a research agreement with Spencer Pharmaceutical. UQAM performed all
researchon behalfofSpencer Pharmaceutical. UQAM was aware ofthe pressreleasesissued
bySpencerPharmaceutical and its managementasit relates to theagreementwith UQAM,the
researchundertaken,theresultofsaidresearchandthepatentsderivedfromsaidresearch.
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
resultswereeverobtainedfromsaidresearch.
It isclear that in the event, the Plaintiff did not make unsubstantiated statements that the
University ofQuebec in Montreal, should be joined asadefendant asaresult ofthe false or
erroneousinformation released bySpencerpharmaceutical ofwhichtheywerefullyaware and
haveparticipated in drafting. ThefactthattheUniversity isunderfunded,could have resulted
in the decision to over look the erroneous information disseminated to the public without
regardsto potentiallossesor liabilitiesupon theUniversity,thecompanyandor itspersonnel.
IfjoinderdefendantUniversityofQuebec in Montreal isdenied by the court, thiswill create a
significantprejudiceto thedefendants.
20.Dr.AlexandruuMateescu
Thecourtshould orderto bejoinedasdefendantsDr.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 ofSpencer
Pharmaceutical. Dr. Mateescu was a member of the Scientific Advisory of Spencer
..
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
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".

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 Segal 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 Segal 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.
Segal reviewed the Information and Disclosure Statement and financials filed by Spencer
Pharmaceutical as well as its shareholders list.
Mr. Segal 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.
Segal should be joined as a defendant.
./
If joinder defendant Mitchell Segal is denied by the court, this will create a significant prejudice
to the defendants.
23.Alexey 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 letter 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
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 friendly 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 draft and release information to the public which were either false or
misleading.
If joinder defendant Alexey Nikitinl is denied by the court, this will create a significant prejudice
to the defendants.

24. Lesco
The court should order to be joined as defendant Lesco
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 time, there was no website for the company
and only a under construction notice appeared at their URL address www.les-co.ru , today is a
different story and Lesco 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.
If joinder defendant Dr. Bandar AI-Dhafiri is denied by the court, this will create a significant

26. L'Autorite des Marches Financiers du Quebec. (AMF)
The court should order to be joined as defendant L'Autorite 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 confirmed. 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
and seek the suspension of the shares of Spencer Pharmaceutical, and request further
justifications, and information fromthe management ofSpencerPharmaceutical andfrom the
saidacquirer AI-Dora. HadtheAMF actedon its mission ofoversight of financial markets, the
Plaintiff's claims would have been non-existent andtherefore we request the court to joined
theAMFasadefendant.
IfjoinderdefendantAutoritedesMarchesFinanciersduQuebecisdenied bythe court, this will
createasignificantprejudiceto the defendants.
b) TheCourt should orderthePlaintifftoamend its civil complaint and or Statementof
claimstoincludethepeopleandentitieslistedasdefendants
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 wehaverequested tobejoinedasdefendants.
The Plaintiff's civil action is not a "vanilla" civil action, as the Securities and Exchange
Commission,the Plaintiffshould not besatisfied to obtain ajudgmentand or partial judgment
from adefendantor defendants, butshould seekthe truth andpursue all possibledefendants
regardlessofcost,timeandor degreeofdifficulties.
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.
c) The Court should ordera stay ofthe proceedings until such time asthe Plaintiffhas
amendeditscivil complaintand orstatementofclaims
Plaintiffto amend its civil complaint and or Statement of claims to include the people and
entitieswehaverequestedto bejoinedasdefendants.
It istherefore in the interest ofthis court to order astay ofthe proceedings indefinitely and
provide the necessary time forthe Plaintiffto amend its civil complaint and or statement of
claimsaswell asservetheamendedsummonsto thejoinderdefendants.
d) TheCourtshoulddismissthiscivilactionfordefendantJean-FrancoisAmyot
Plaintiffto dismissdefendantJean-FrancoisAmyotfromthese proceedings.
Respectfully
September23,2014
Defendant

SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

SEC v. Spencer Pharmaceutical Inc Et Al Doc 115 Filed 01 Oct 14

Uploaded by

Copyright:

Available Formats

'f

UNITED STATES DISTRICT COURT

You might also like