Re: Sylver says he's never sold a share of AZNT stock
19 BY MR. LANDISH:
20 Q. Mr. Sylver, what I'm interested in is how, again, you were
21 introduced to Andy Mann by Mr. Kricfalusi?
22 MR. JUDD: Asked and answered. Are we going to go
23 through all this again?
24 NLq. LANDISH: I'm laying a foundation.
25 THE COURT: Well, I think -- the objection is
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 139
1 overruled. You may respond.
2 MR. LANDISH: Thank you, your Honor.
3 THE WITNESS: Yes, originally Charles Kricfalusi said
4 that his friend and Andy Mann has a brokerage house off shore
5 and we looked at an article in the Las Vegas Review Journal
6 about off shore stock brokers. And he said I think we should
7 open up an account with First Concorde. It doesn't cost
8 anything and if you ever want to buy or sell any shares it's a
9 tax savings.
10 Well, I have never bought or sold one share of stock then
11 and I to this day I've never sold one share of stock. But in
12 February that's when we were first introduced to Andy Mann.
13 Q. How were you introduced to Andy Mann?
14 A. Charlie was talking to him on the phone and then called me
15 down into his office or the office that he used.
16 THE COURT: When you say Charlie who are you
17 referring to?
18 THE WITNESS: Charlie Kricfalusi, your Honor.
19 MR. LANDISH: Charles Kricfalusi.
20 THE WITNESS: And I went downstairs and asked him who
21 he was talking to. Then Charlie pushed the speaker button and
22 we were both talking to Andy Mann on the phone.
23 BY MR. LANDISH:
24 Q. Okay. When was that approximately?
25 A. Beginning, middle of February. I'm not sure exactly. It
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 140
1 was in February.
2 Q. Do you recall the day of the week?
3 A. No, I don't.
4 Q. And who was present?
5 A. Myself, Charles Kricfalusi, Andy Mann was on the phone,
6 and my father walked by and asked what we were doing. And I
7 told him we were opening up a brokerage accountant off shore.
8 Q. Did Andy Mann identify himself?
9 A. Yes.
10 Q. What did he say? What did you say? What did
11 Mr. Kricfalusi say?
12 A. Okay. Hi Mike, how are you? Fine, fine, Mr. Mann. How
13 can I help you? Well, I was just talking with Charlie here
14 and I understand that you haven't been engaged in the buying
15 and selling of securities. And I said that's right. I don't
16 even know -- I don't even have a broker in the United States.
17 He says well, we are in the business of off shore markets.
18 And then he gave me a web site address which I looked at and
19 he has a web sit and site and it says First Concorde
20 securities and buy and sell stocks with no taxes and this and
21 that. Approved by the U.S. government and all the things
22 here. And I said looks very interesting. And then well, I
23 went upstairs while he was talking to Charlie to look at it
24 because I -- my computer's upstairs.
25 And I came back downstairs again and I said okay, what does
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 141
1 it cost? And Mr. Mann said it doesn't cost anything. And he
2 says what's your fax number? So I gave him my fax number and
3 then he faxed me these several documents that he wanted to
4 fill out. So I filled them out and sent them back.
5 He said no these are wrong because we can't have an
6 individual open up a foreign account. So he sent me the
7 paperwork again, and then he said to fill it out in the cap
8 name company name. Do you have a company name? So I have
9 several corporations, and I filled it out in one of those and
10 sent it back. And he said that was just fine. He said then
11 when you want to trade you let us know and then you send money
12 and you can buy and sell shares.
13 Q. Now that -- was that -- did that terminate that particular
14 conversation?
15 A. Well, he asked me how the weather was in Las Vegas and how
16 he goes back to New York all the time and he has his little
17 sickness and he has to go see his doctor and this and that.
18 Q. Okay. Do you recall the next time you had a conversation
19 with Andy Mann?
20 A. The next time was probably a week or so later, still in
21 February where he called.
22 Q. Who did he call?
23 A. He called me, myself.
24 Q. And where did you take the call?
25 A. In my office.
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 142
1 Q. And what time of day was it?
2 A. Just before lunch.
3 Q. And do you recall the date that this telephone
4 conversation occurred?
5 A. No, I know the day though because Charlie and I were
6 talking about having clam chowder at Carollo's.
7 Q. That means Friday?
8 A. Friday, yeah.
9 Q. And who was present besides yourself?
10 A. Myself and Jeanie Ricardi, my secretary.
11 Q. And approximately how long did this conversation take
12 place?
13 A. Not long. About five minutes because I had to get going
14 because we had to -~
15 Q. What did he say and what did you say?
16 A. You haven't -- you know I got some good stocks. Are you
17 interested in buying any? And I said not at this time. And
18 he said, he hinted to the fact that Mr. Kricfalusi mentioned
19 to him that we had a private placement. And I said Mr. Mann,
20 I really have to go. I can't talk to you right now. I have
21 to leave. So I says -- and he says okay. And then we hung
22 up.
23 Q. Do you recall the next time you had an opportunity to have
24 a conversation with Joseph Andy Mann?
25 A. Yes.
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 143
1 Q. When was that?
2 A. It was the beginning of March.
3 Q. And do you recall what time -- what time of day it was?
4 A. It was about 1:00 -- about 1:15, 1:20. It was right after
5 the market closed.
6 Q. on what day?
7 A. I'm recalling this by what we had for lunch because of
8 what restaurant we went to. We went to the Olive Garden. And
9 that was on Wednesday.
10 Q. Okay. And who -- where was the call taken?
11 A. In my office.
12 Q. Did you call him or did he call you?
13 A. He called me.
14 Q. And was anybody else present?
15 A. Yes.
16 Q. Who else was present?
17 A. Myself, my father, and Dr. O'Ricchio, Sr. But he left.
18 And then Jeanie Ricardi, my secretary.
19 Q. And do you recall what he said and what did you say?
20 A. He called up and said how are you, the formalities. And I
21 said fine. He says Charles Kricfalusi took the liberty to
22 send me one of your private placements memorandums. I
23 understand you're having some trouble with shorting in your
24 stock. And I says tell me about. And he says well, I can
25 help. And I says how is that?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 144
1 And he says well, I have a group of investors in Europe and
2 England who can purchase your stock and keep it off shore and
3 it will never come back to the American market and it won't
4 affect your market whatsoever. And I said how can you do
5 that. And then I pushed the -- I have two buttons on my
6 phone. The top button is to have Jeanie come in, the bottom
7 button is for her to call me on my intercom. I pushed the top
8 button and Jeanie came back in the room. And then I said get
9 Charlie up here.
10 So then Charlie came upstairs. It took him awhile because
11 he's a big guy. And he sat down and I put on the speaker
12 phone. And Charlie was listening to this and I -- then I
13 asked Charlie is this right? Can he do this? Does he have
14 off shore people that won't -- the stock won't come into the
15 United States ever? It just disappears into the European
16 market?
17 And Charlie said oh, yeah. We've done it many times.
18 That's how it goes. It never affects the American market
19 whatsoever. And we can get $1 million. Because we were
20 running slow, low. We couldn't do our private placement we
21 had for 5 million because that stopped when the shorting
22 started.
23 And we needed to get our program going. We had orders to
24 fill and product to get out and catalogs and advertisements to
25 make. So we saw this as an opportunity to go ahead and get
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 145
1 the money we needed. Of course not 5 million but 1 million at
2 least to get started to start selling our products.
3 And from that point Charles Kricfalusi assured me that it
4 was a good project and that he's worked with Andy Mann many
5 times before in the early 80s, a company called Geotech, when
6 he had a NASDAC company. And this is a standard thing that
7 happens all the time.
8 So I still in the back of my mind I had to check it out of
9 what to do about it. And so that's when I called Sherwood
10 Cook and I asked Sherwood, I said we need to do an off shore
11 restricted stock transaction and we need a subscription
12 agreement. Sherwood made out the subscription agreement and
13 we sent it to Mr. Mann. And then he looked at it and a few
14 days later --
15 Q. Okay. I'm only interested in the last conversation -- the
16 conversation --
17 A. Oh, okay. Well, then the conversation said, we decided
18 okay it sounds very good.
19 Q. Uh-huh. Now after the conversation I take it then you
20 spoke with Mr. Cook concerning the subscription agreement?
21 A. That is correct.
22 Q. And how did you transmit the subscription agreement to Mr.
23 Mann?
24 k. Fedex and fax.
25 Q. And when was the next time you heard from Mr. Mann?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 146
1 A. Then he called and he said --
2 Q. When did he call?
3 A. Oh, sorry. I can't remember that day. Where did we go?
4 See I can remember this because Charlie's deal was we take him
5 to lunch everyday in a different restaurant. And I'm trying
6 to remember what restaurant and what our conversation was at
7 lunch to -- calamari salad. We went to the Bootlegger.
8 Calamari salad I remember because Charlie spilled it on
9 himself. So we had lunch at the Bootlegger and that was
10 Thursday.
- Jeff |
