Moving along, here's some more great stuff; still Quiel testifying:
19 Q. Do you have a document that has up in the right-hand
20 corner May 1, of '98?
21 A. Yes.
22 Q. It has in the top portion -- it's there's two boxes, are
23 there not? Top box says we acknowledge receipt of
24 certificates of stock of the above company as follows.
25 A. Yes.
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
QUILL - CROSS 198
1 Q. Okay. And there's a total of 4 million shares there,
2 correct?
3 A. Correct.
4 Q. And then the lower portion of it is another box that says
5 in accordance with your request we hand you herewith the
6 following certificates. And there's 4 million shares?
7 A. Correct.
8 Q. And then the same company, are they not? Amazon Natural
9 Treasures?
10 A. Same issuer, yes.
11 Q. Same issuer. And they're in the name of Shoreline
12 securities and White Cliff Investment, correct? The upper
13 box?
14 A. Yeah, the certificates that they've sent in, that's
15 correct.
16 Q. And apparently they were issued in two 2 million shares
17 totalling 4 million shares on May 1st to Canacord Capital Corp
18 and Mann, Joseph A., care of First Concorde Securities. Is
19 that correct?
20 A. That's correct.
21 Q. Have you had an opportunity to look at this document
22 before we've just spoken about, sir? Before today?
23 A. The cap sheet? Yeah, I've seen that before.
24 Q. And did you analyze any of the documents that are
25 contained in this packet?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
QUILL - CROSS 199
1 A. Yes.
2 Q. Did you look at all of them, sir?
3 A. Yes.
4 Q. Did you look at the last three pages or two pages which is
5 a letter from Cruise, Landa and Maycock, LLC, dated May 1,
6 1998.
7 A. Okay. All right.
8 Q. Have you seen that document in your review of these?
9 A. Yes.
10 Q. In the last paragraph on the first page, sir, and I don't
11 know whether you consider yourself -- I guess I can ask you.
12 Do you consider yourself to be an expert in securities laws?
13 A. Not in the laws, no.
14 Q. In the regulations such as regulation 1447
15 A. Yes.
16 Q. You consider yourself to be an expert, sir?
17 A. At least enough for me to own brokerage firms and get a
18 very good working knowledge of them.
19 Q. Have you ever testified as an expert and rendered an
20 opinion as to the validity or invalidity of certain
21 transactions before a court?
22 A. I -- yes, I have. But I just can't recall immediately
23 those particular cases.
24 Q. I didn't ask you if you recalled those particular cases,
25 sir. I just asked whether or not you had in the past
ASSOCIATED REPORTERS OF NEVADA {702) 382-8778
QUILL CROSS 200
1 testified before a court of law as an expert with respect to
2 transactions involving --
3 THE COURT: He's answered yes, counsel.
4 THE WITNESS: Yes.
5 BY MR. SEMENZA:
6 Q. Okay. Looking at the last paragraph, would you read that
7 to yourself, sir.
8 A. Okay.
9 Q. This is a letter addressed to Fidelity Transfer Company,
10 is it not?
11 A. That's correct.
12 Q. Dated May 1, 19987
13 A. Yes.
14 Q. From a law firm in Salt Lake City?
15 A. Yes.
16 Q. Apparently the content of the letter is advising Fidelity
17 Transfer Company to go ahead and to issue the certificates
18 without the restrictive legend on them?
19 A. Yes.
20 Q. Is that correct?
21 A. Yes.
22 Q. It says in the last paragraph: In light of the fact that
23 Rule 144 under the securities acts of 1933 as amended has now
24 been amended to include securities sold in Regulation S
25 transactions as, quote, restricted securities, close quote,
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
QUILL - CROSS 201
1 under the rule and in light of the fact that the amendment
2 became effective April 27, 1998, there is an issue as to
3 whether you can properly effect the transfer of the 4 million
4 shares of Amazon and remove the restrictive legend from those
5 shares on today's date.
6 Prior to April 27th of 1998, sir, were Regulation S
7 transactions -- and by that I mean Regulation S transactions I
8 guess that you can issue restrictive shares to off shore
9 companies that are fully paid for.
10 A. Yes.
11 Q. Is that correct?
12 A. Yes, sir.
13 Q. And after a period of time of approximately 40 days after
14 those events then those shares can be traded or the
15 restrictive legend can be removed from them; is that correct?
16 A. Yes.
17 Q. And did that change on April 27th, of 19887
18 A. Yes.
19 Q. 1998, excuse me.
20 A. Yes.
21 Q. What was the change that was effected on that date?
22 A. The holding period was then changed to one year.
23 Q. Did you attach any import or importance to this letter of
24 May 1st of 1998 with respect to removing the restriction on
25 the certificates that had been previously issued?
So we have not one, but TWO, letters of opinion stating that the stock in question was no longer restricted. But that's not all. What's the significance of the change in the rules governing Reg S placements?
Everybody see what Montal's driving at here, lolol?
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