At RB AZNT, CarlW is asking about Bob Quiel's role with AZNT; Pugs assures him that he's not the IR guy. Here's Quiel's own description of this work for AZNT. Too long to post at RB:
21 Q. In all of your consulting work have you ever consulted
22 with Amazon?
23 A. Yes.
24 Q. Beginning when?
25 A. Beginning when?
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1 Q. Yes.
2 A. I think it started in probably August or September of '97.
3 I'm not -- again dates I just don't remember. If I could
4 research it I could tell you a more accurate date.
5 Q. On what matters have you consulted with Amazon about?
6 A. Numerous things like where they could go to be able to
7 borrow money, where they could go to basically complete
8 private placements, how market makers react in their stock,
9 what -- basically compliance with certain securities rules of
10 things that I feel that they can and can't do.
11 Q. Did they consult with you on filings with the SEC?
12 A. We've talked about them.
13 Q. Did they ask for your help in making sure they complied
14 with their obligations to file true and accurate copies with
15 the SEC?
16 A. They've asked for my input.
17 Q. Did you examine any filings that Amazon has filed with the
18 SEC before filing?
19 A. Before they filed them?
20 Q. Yes.
21 A. Yes, I've looked at them.
22 Q. Did you examine any filings that were filed in 19987
23 A. 1998, they filed the 10-K. Did I examine it? Yeah.
24 Q. Did you make any corrections?
25 A. No. I'm not the auditor.
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1 Q. Did you examine prior to filing any 10-Qs in 19987
2 A. Not that I recall.
3 Q. What was your compensation for all of your consulting?
4 A. Stock.
5 Q. How much stock did you receive by reason of your
6 consulting?
7 A. On one occasion I received I think it was 50,000 shares.
8 Q. What was the price of stock at that time?
9 A. I don't recall.
10 Q. was there any value given to the 50,000 shares that you
11 were given for consulting?
12 A. Was there value?
13 Q. Yes. In other words what did you claim on your tax
14 returns for the year during which you received 50,000 shares?
15 A. Well, there's -- for my tax return, the only tax return
16 that would come into play would be 1997. And of course
17 whatever stock I got then I paid for so I had a cost basis and
18 if I sold it then I could include the profits and or losses in
19 my tax return.
20 Q. Did you receive the 50,000 shares in 19977
21 A. Yes, I believe so.
22 Q. Did you receive any shares for consulting work in 19987
23 A. Yes.
24 Q. How many in 19987
25 A. I don't know. We went all through this and I don't have
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1 the numbers in front of me.
2 Q. Of your 600,000 shares about how many have you received by
3 reason of your consulting for the company?
4 A. Probably a couple hundred that you --
5 Q. When's the last time you received any for consulting?
6 A. I think the figure I gave you before was like 140,000
7 shares and -- around October, some date like that. Maybe
8 September.
9 Q. Those 140,000 shares from Titan were for your consulting
10 work?
11 A. I was -- it was made available for me to purchase.
12 Q. You purchased it through Titan?
13 A. Right.
14 Q. So the ten cents per share was a discounted price?
15 A. Exactly.
16 Q. The discount between what it was selling for and ten cents
17 was the value of your services?
18 A. Correct.
19 Q. That's what you claimed on your income tax?
20 A. I haven't filed them yet.
21 Q. Did you receive a 10997
22 A. Not yet.
23 Q. What agreement was made between Amazon and Titan by which
24 Titan could offer you 140,000 shares at ten cents a share when
25 the market was greater than ten cents a share?
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1 A. I don't know.
2 Q. Did you ever ask?
3 A. No.
4 MR. JUDD: I have nothing further at this time.
Note that in earlier testimony, Quiel says he "doesn't remember" who runs Titan:
19 Q. Do you have any beneficial interest directly or
20 indirectly in any Amazon stock?
21 A. Yes.
22 Q. How much?
23 A. I don't recall.
24 Q. More than one share?
25 A. More than one.
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1 Q. More than ten?
2 A. Okay. Tell me where you're going with this. Because I --
3 Q. How many shares do you own?
4 A. Roughly 600,000.
5 Q. When did you acquire the 600,000 shares?
6 A. Over a period of the last couple years.
7 Q. When did you begin acquiring shares in Amazon?
8 A. Probably June or so of '97.
9 Q. When's the last time you acquired shares in Amazon?
10 A. Probably October of last year.
11 Q. October of '98?
12 A. Yeah.
13 Q. Who have you purchased Amazon shares from?
14 A. Who have I purchased them from?
15 Q. Yeah.
16 A. You mean personally?
17 Q. Did you first --
18 A. I mean, I'm not sure I understand the question.
19 Q. Well, I'll --
20 A. I bought some through a broker dealer. Is that what the
21 question is?
22 Q. Okay. Well, let me go back and make sure. Are these
23 600,000 some odd shares that you own in your own name?
24 A. Yes.
25 Q. And you acquired some of those shares through trades with
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1 a broker dealer?
2 A. I'm sorry?
3 Q. You acquired some of these 600 shares of Amazon through a
4 broker dealer?
5 A. Yes.
6 Q. About how many of the 600,000 shares did you acquire
7 through a broker dealer?
8 A. I don't know.
9 Q. More than half?
10 A No.
11 Q Less than half?
12 A Yes.
13 Q More than 100,007
14 A Probably not.
15 Q Which broker dealer did you acquire your shares in Amazon
16 from?
17 A. Most recently Global Financial.
18 Q. Do you know who the principal of Global Financial is?
19 A. A fellow by the name of Kevin Miller.
20 Q. Is Global Financial out of Las Vegas?
21 A. No.
22 Q. Did you acquire shares in October '98 through Global
23 Financial?
24 A. I don't know the date.
25 Q. Was your last --
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1 A. But that's close enough.
2 Q. Was your last acquisition through a broker dealer?
3 A. Pardon me?
4 Q. was your last acquisition of Amazon stock through a broker
5 dealer?
6 A. Correct.
7 Q. Was your last acquisition through Global Financial?
8 A. Correct.
9 Q. Do you recall the amount of shares you acquired the last
10 time you acquired Amazon shares?
11 A. I think the last that I did was 200 shares.
12 Q. What is the largest block of Amazon shares that you've
13 acquired at one time?
14 A. I don't know. The largest block probably 140,000 shares.
15 Q. When did you do that?
16 A. Don't have the date. It was probably around -- I don't
17 know -- September, maybe.
18 Q. Of 19987
19 A. Yeah.
20 Q. At that time did you do that through a broker dealer?
21 A. No.
22 Q. Who did you acquire the shares from?
23 A. I bought those directly from Titan Investments.
24 Q. Who is the principal of Titan?
25 A. The name escapes me at the moment.
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1 Q. Have you ever known Titan Investments to do business as
2 Total Concept International?
3 A. No, I've never known that.
4 Q. Have you ever understood that Michael Sylver had any
5 connection with Titan?
6 A. No.
7 Q. When you acquired 140,000 shares of Amazon stock from
8 Titan what did you pay?
9 A. I don't recall.
10 Q. More than $17
tl A. It was -- might have been ten cents a share or something
12 like that. I don't remember.
13 Q. Did you receive a certificate?
14 A. Uh-huh.
15 Q. Is that a yes?
16 A. Yes.
17 Q. And did you track through to find out what certificate
18 Titan had received by which you could acquire 140,000 shares?
19 A. Did I track through?
20 Q. Did the certificate you have a restrictive legend on it?
21 A. Yes.
22 Q. Stamped in red?
23 A. Pardon me?
24 Q. Stamped in red?
25 A. Yes.
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1 Q. Who did you actually acquire the certificate from?
2 A. Titan Investments.
3 Q. was a transfer agent involved?
4 A. When they transferred the shares, yes.
5 Q. What was the name of the transfer agency?
6 A. At the time I don't remember.
7 Q. Did that transaction occur something along this lines that
8 Titan told the transfer agency to issue 140,000 shares of its
9 shares to you?
10 A. Yes.
11 Q. Then that transfer agency issued the shares to you in your
12 own name?
13 A. Yes.
14 Q. Was that ten cents per share paid through an escrow?
15 A. No.
16 Q. It was paid directly to Titan?
17 A. Right.
18 Q. Did you ever acquire any Amazon shares directly from
19 Amazon?
20 A. Not that I recall.
21 Q. So you've acquired all Amazon shares from other
22 shareholders of Amazon?
23 A. To my best of my knowledge, yes.
24 Q. Did you acquire any shares from Titan other than the
25 140,000 shares?
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1 A. I can't remember that. Might have, but I just don't
2 recall.
3 Q. Do you remember any other large block of Amazon shares
4 that you acquired from a particular person?
5 A. I can't recall the times, dates and everything.
6 Q. How often have you acquired shares from Amazon since
7 June 19977
8 A. Don't know that answer either. I'd have to look at the
9 records. I don't know.
10 Q. More than 20 times?
11 A. No.
12 Q. More than --
13 A. Twenty times?
14 Q. Yes.
15 A. No.
16 Q. More than ten times?
17 A. No.
18 Q. More than five times?
19 A. Questionable. I don't think so.
20 Q. Well, if we have one time when you acquire 200 shares,
21 another time when you acquire 140,000 shares, the other times
22 you acquired shares you probably would have acquired quite a
23 number, a big block, correct?
24 A. There were times when I acquired 25,000. There were
25 some -- I'd really have to look at the records to know for
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1 sure. But I can't recall all of those specific events.
2 Q. Well, in your investigation that you referred to leading
3 you to come here to testify today, did you look at any of your
4 transactions?
5 A. No.
6 Q. Do you remember the names of any other broker dealer from
7 which you purchased Amazon shares?
8 A. Schwab.
9 Q. Anyone else?
10 A. Yeah. I'm trying to think of the name of the firm. It's
11 -- it escapes me at the moment.
12 Q. Do you have any shares that are attributable to you where
13 the actual certificate rests with the DTC -- Depository Trust
14 Company?
15 A. Uh-huh. Yes, that's true.
16 Q. About how many?
17 A. You mean currently?
18 Q. Yes.
19 A. Nothing.
20 Q. You have none?
21 A. With DTC -- oh, no. I have 3,000 shares. That's correct.
22 Q. The shares that you acquired from Schwab, did you receive
23 the actual certificate?
24 A. Oh, did I receive them from Schwab?
25 Q. Did you receive the actual certificate from Schwab?
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1 A. No, I didn't receive it from them. No.
2 Q. Do you remember the names of any other person from whom
3 you acquired Amazon shares?
4 A. Gary Sylver.
5 Q. How many shares did you acquire from Gary Sylver?
6 A. I don't remember.
7 THE COURT: Did you say Jerry or Gary?
8 MR. JUDD: Gary.
9 BY MR. JUDD:
10 Q. Is that Mike Sylver's father?
11 A. Yes.
12 Q. How many shares did you acquire from him?
13 A. I don't remember.
14 Q. More than 400?
15 A. Might have been. I don't think so.
16 Q. How much did you pay Mr. Sylver for his shares?
17 A. I don't remember that either.
18 Q. When did you acquire shares from Mr. Sylver?
19 A. Pardon me?
20 Q. When did you acquire shares?
21 A. I don't recall the date.
22 Q. Do you remember the names of any other person from whom
23 you acquired Amazon shares?
24 A. Not offhand, no.
25 Q. Have you ever sold any Amazon shares?
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1 A. Yes.
2 Q. How many?
3 A. I don't know that either. Maybe 100,000.
4 Q. You acquired 140,000 shares at ten cents a share from
5 Titan. What were the other prices you paid for the other
6 remaining 600,000?
7 A. I'd have to look at records. I don't remember.
8 Q. What was the range of prices?
9 A. I don't remember that either.
10 Q. Did you ever pay more than a dollar?
11 A. Yeah.
12 Q. Do you know how much more?
13 A. Around a dollar and a half.
14 Q. Did you ever pay as low as ten cents a share?
15 A. Yup.
16 Q. Other than with Titan?
17 A. I'm sorry?
18 Q. Other than with Titan?
19 A. Yeah. I think so. Again you ask me questions -- I have
20 to have the records to be able to --
21 Q. Do you remember to whom you sold the approximate 100,000
22 shares that you can recall?
23 A. No.
24 Q. Do you remember when you sold the shares?
25 A. No.
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1 Q. Did you sell all shares at the same time?
2 A. No.
3 Q. What is the largest number of block of shares that you
4 sold?
5 A. I don't remember.
6 Q. More than 10,0007
7 A. Possibility, yeah.
8 Q. Lots of things are possible. Is it more likely or less
9 likely?
10 A. More likely than what?
11 Q. More likely that you sold a block of at least 10,000 or
12 more?
13 A. Yes.
14 Q. Do you remember the names of any person to whom you sold
15 shares?
16 A. To whom I sold? No.
17 Q. Do you remember the prices of any shares that you sold?
18 A. No.
19 Q. Did you sell any for more than a dollar?
20 A. Yes.
21 Q. Do you know about how much more?
22 A. No.
23 Q. Do you know of those that you sold for more than a dollar
24 how many shares you sold?
25 A. No.
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1 Q. Do you have any of your trading documents with you?
2 A. No.
3 Q. Let me talk for a minute about -- you said you engaged in
4 shorting with Amazon shares. Did you consider that to be
5 illegal trading?
6 A. No. Because the brokerage firm that I dealt with in
7 Canada said it was legal and I spoke with them about that and
8 they -- Pacific International was the firm. The broker's name
9 was Mike Patterson. And it wasn't for my account. It was for
10 somebody else's account.
11 Q. From whom did you borrow the 2,000 shares that you engaged
12 in shorting with?
13 A. As I said earlier, they allow naked shorting in Canada.
14 MR. JUDD: Move to strike. I've asked him from whom
15 he acquired the shares.
16 THE COURT: Well, explain what naked means.
17 THE WITNESS: I never acquired them.
18 BY MR. JUDD:
19 Q. You never acquired rights to any shares at all?
20 A. I'm sorry?
21 Q. You never acquired rights of any type to Amazon shares for
22 which you traded?
23 A. If you could explain that question I'd --
24 THE COURT: You're talking about shorting, aren't
25 you?
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1 MR. JUDD: Shorting.
2 THE COURT: And you want to know who he dealt with in
3 doing so. And his answer was in Canada they allow transfers;
4 is that what it is?
5 THE WITNESS: Uh-huh. Naked shorting, yeah.
6 THE COURT: Why don't you explain what you mean by
7 naked shorting.
8 THE WITNESS: Naked shorting is where they allow you
9 to short stock, specifically to short stock without having any
10 stock that you can deliver back.
11 THE COURT: Do you know who you're dealing with?
12 THE WITNESS: Mike Patterson with Pacific
13 International.
14 BY MR. JUDD:
15 Q. As I understood you earlier to describe shorting, it was
16 where a person borrows shares --
17 A. Because that's a legal short in this country.
18 Q. so a short in Canada is something other than the shorting
19 you described and that the Court described; is that correct?
20 A. You lost me.
21 Q. As I understood you described shorting, a person goes out
22 and borrows shares from someone else?
23 A. No, no, no. That --
24 Q. -- and sells -- listen.
25 A. In the United States.
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1 Q. Okay. Let me describe, then, what I understand to be the
2 system in the United States.
3 A. Okay.
4 Q. A person borrows shares, sells those shares, and hopes to
5 acquire shares to replace those at a lower price sometime
6 later.
7 A. That's correct.
8 Q. In Canada what is the process by which a person shorts?
9 A. They open an account. They deposit money. And they tell
10 the broker sell 10,000 shares of Amazon.
11 Q. Whether or not the person has any interest in the stock?
12 A. They don't care.
13 Q. Then the person with the account has an obligation at some
14 point to --
15 A. Buy back the shares.
16 Q. -- buy back the shares.
17 A. Right.
18 Q. When did you do this shorting in Canada?
19 A. As near as I can remember it was around June of '97,
20 something like that.
21 Q. June of 19977
22 A. As near as I remember, yeah.
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