Pharmacy Development Corporation
Ben L. Birch
Andrew Do
18013 Sky Park Circle, Suite D
Irvine, CA 92614,
and
4341 Birch Street, Suite 103
Newport Beach, CA 92660,
and
16485 Laguna Canyon Road
Irvine CA, 92618
DESIST AND REFRAIN ORDER
(For violations of section 25401 of the Corporations Code)
The Commissioner of Business Oversight finds that:
1. At all relevant times, Pharmacy Development Corporation ("PDC") was a California corporation doing business at 18013 Sky Park Circle, Suite D, Irvine, CA 92614. PDC conducted business and listed other addresses at 4341 Birch Street, Suite 103, Newport Beach, CA 92660 and 16485 Laguna Canyon Road, Irvine, CA 92618.
2. At all relevant times, Ben L. Birch, aka Bennie Birch, Benny Leo Birch, Benjamin Burch Birch, Benjamin L. Birch, Benjamin R. Birch, Bennie L. Brich, Dennie L. Birch, and Benjamin Birch ("BIRCH") was the founder and officer of PDC.
3. At all relevant times, Andrew Do ("DO") was the President and the Chief Executive Officer of PDC.
4. According to PDC, Mesa Pharmacy, Inc. ("Mesa Pharmacy") is a pharmacy chain, and DO is its President and Chief Executive Officer. Mesa Pharmacy is also located at 18013 Sky Park Circle, Suite D, Irvine, CA 92614.
5. Beginning as early as 2008, PDC, DO and BIRCH offered and sold securities in the form of convertible notes, which were convertible into shares of PDC’s no par value Common Stock.
6. These securities were offered in this state in an issuer transaction.
7. The purported purpose of the offering was to provide investors with a share of profits generated by PDC through the operation and expansion of Mesa Pharmacy.
8. In connection with the offer and sale of these securities, PDC, DO and BIRCH made an untrue statement of material fact and omitted to state a material fact. The material misrepresentation and omission include:
a. Omitting to disclose that in 2003 BIRCH pled guilty to a felony count of making false statements in a bankruptcy proceeding.
b. Misrepresenting in PDC’s securities offering materials that BIRCH was a "California State Licensed Real Estate Broker." However, the California Bureau of Real Estate, formerly California Department of Real Estate, revoked BIRCH’s broker’s license as a result of BIRCH’s felony conviction, and had issued BIRCH a restricted license effective June of 2005.
Based on the foregoing findings, the Commissioner of Business Oversight is of the opinion that the securities offered or sold by Pharmacy Development Corporation, Andrew Do, and Ben L. Birch, aka Bennie Birch, Benny Leo Birch, Benjamin Burch Birch, Benjamin L. Birch, Benjamin R. Birch, Bennie L. Brich, Dennie L. Birch, and Benjamin Birch, were offered or sold in this state by means of written or oral communications that included an untrue statement of material fact and omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in violation of section 25401 of the California Corporate Securities Law of 1968.
Pursuant to Corporations Code section 25532, Pharmacy Development Corporation, Andrew Do, and Ben L. Birch, aka Bennie Birch, Benny Leo Birch, Benjamin Burch Birch, Benjamin L. Birch, Benjamin R. Birch, Bennie L. Brich, Dennie L. Birch, and Benjamin Birch, are hereby ordered to desist and refrain from offering and selling securities in the state of California by means of any written or oral communication which includes an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under
///
which they were made, not misleading.
This Order is necessary, in the public interest, for the protection of investors and consistent with the purposes, policies, and provisions of the Corporate Securities Law of 1968.
Dated: August 12, 2013 JAN LYNN OWEN
Sacramento, California Commissioner of Business Oversight
By________________________________
MARY ANN SMITH
Deputy Commissioner Enforcement Division
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