Laugh your head off...
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.
ll Q. All right. When did Mr. Mann -- did Mr. Mann call you or
12 did you call Mr. Mann?
13 A. No, he was calling me quite a lot at this time.
14 Q. Okay. And this was before or after you had mailed out the
15 subscription agreements to Mr. Mann?
16 A. That was after.
17 Q. Okay. And about what time of day was it?
18 A. AbouE 11:30.
19 Q. Was anybody else present in the room where you were
20 speaking?
21 A. Not when he first called but then I buzzed Charlie to come
22 up.
23 Q. And in what room did you take the call?
24 A. In my office.
25 Q. Okay. Did Mr. Kricfalusi join you at any time?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 147
1 A. Yes.
2 Q. Okay. What did Mr. Mann say and what did you say?
3 A. He said that I sent -- I got the subscription agreements
4 and they're signed and they're on the way back to you via
5 Fedex. And then I took down the Fedex tracking number. And
6 he said that everything's good, the investors are lined up.
7 There's a few things he has to do and we should have this deal
8 concluded in no time.
9 Q. Okay. Did he elaborate on what things he had to do?
10 A. No. But he did say he was going to have a gentleman call
11 me at that time by the name of John Torino because he's not
12 only going to help by getting us money to sell the stock.
13 He's also going to help us now sell our products.
14 Q. Okay. Did that terminate the conversation?
15 A. Yes.
16 Q. All right. When was the next time you had a conversation
17 with Joseph Andy Mann?
18 A. I called him.
19 Q. When?
20 A. And I believe that was like Tuesday of the following week
21 to tell him that the subscription agreements were signed and
22 the copies on their way back to him.
23 Q. was that the -- where were you when this conversation took
24 place?
25 A. I was running -- I was out down by the fax machine. It
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 148
1 was downstairs in our office down by one of the fax machines.
2 Q. Do you recall what day it would have been?
3 A. Thursday comes to mind but I can't be sure.
4 Q. Okay. And was that the extent of the conversation?
5 A. Yes.
6 Q. Now I want you to recall the next time that you spoke to
7 Joseph Andy Mann. Do you recall that next conversation?
8 A. Well, from then on we basically -- I called him probably
9 three, four times a day to find out -- because now he's
10 promising me that he's going to make our catalogs because John
11 Torino called. And then he says he needs --
12 Q. Excuse me. John -- when did John Torino call?
13 A. John Torino called on Friday, the Friday after we ate at
14 Bootlegger.
15 Q. Okay. And he was referred by Joseph Andy Mann?
16 A. Correct.
17 Q. Okay. What I -- but again what I'd like to know is the
lS next time that you spoke to Joseph Andy Mann?
19 A. That would be Priday, probably just before we went to
20 lunch.
21 Q. Okay. Can you give us a date?
22 A. No. But it was around the 16th of March, right after --
23 yeah, right after -- no, past the 16th. Probably closer to
24 the 20th I believe.
25 Q. And who called whom?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 149
1 A. I called Andy Mann.
2 Q. And where did you get Andy Mann when you called him?
3 A. At his office.
4 Q. And about what time of day was it?
5 A. The first time? In the morning.
6 Q. And who else was present?
7 A. Nobody.
8 Q. What did he say and what did you say?
9 A. I said I heard from John Torino and thank you very much
10 for -- he seems to be a very nice gentleman and he's flying in
11 to Las Vegas to meet us. And he says oh, my pleasure. We're
12 going to put you on home shopping network. We're going to --
13 we're going to have Quigley Corporation buy your raw materials
14 to put in their Cold Ease. We're going to put you on the map.
15 And here all of our troubles are over now because the hero
16 of heroes just came into our lives to save us and it was
17 absolutely fantastic. He had a web site. The gentleman was
18 just doing wonderful things, promising wonderful things.
19 Q. All right. Was that the extent of the conversation?
20 A. Yes.
21 Q. When did the next conversation with Joseph Andy Mann take
22 place?
23 A. After lunch.
24 Q. What day?
25 A. The same day on Friday because we were working on getting
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER REDIRECT, CONT. 150
1 labels to him, getting information, faxing him different
2 product information, things to give to John Torino. So the
3 next probably 10, 15 conversations were just about products
4 and selling products, moving products out, home shopping
5 network, all these people that -- he even had other people
6 call me from home shopping network.
7 And then he arranged -- John Torino came in to Las Vegas
8 and he sat in our office and he told myself, he told my
9 father, he told Dr. 0'Ricchio, Sr. and Dr. 0'Ricchio, Jr.
10 that don't worry, the stuff from England is done and in ten
11 days your money problems will be a moot point, unquote.
12 Q. And whose statement was that? Mr. Torino?
13 A. John Torino. Well, his statement was we just spoke to
14 Andy Mann and in ten days all your money problems will be a
15 moot point. The investors are in from England.
16 Q. Okay. When was the next time you had conversation with
17 Mr. Mann? First of all do you recall a date?
18 A. I think this is now -- we're getting into the, still
19 around the middle of March, okay. And he's still talking
20 about -- now he wants to show us that -- now he calls and --
21 Q. Where were you?
22 A. I was in my office.
23 Q. And who else was present?
24 A. Nobody.
25 Q. And what time of day was it?
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 151
1 A. It was just before lunch.
2 Q. And do you have an approximate date?
3 A. It was around the 14th, 15th.
4 Q. All right. Go ahead.
5 A. But he -- okay, then I pushed the button and Jeanie came
6 in. And I said get Charlie up here and then Charlie came
7 upstairs. And this was Thursday before because I had to take
8 my sheep dog to the groomer every other Thursday. So I had to
9 go.
10 And Andy said that listen I want to show you a lot of these
11 guise off shore guys off shore are not legitimate, so what we
12 want to do is we want to show you that we are and we want you
13 to prepare a couple of promissory notes.
14 And I says what for? He says just to show you that we're
15 real and that we really mean to do business. So I says fine
16 send them over. I'll give them to my attorney. He says well,
17 we don't have any. Your attorney must have some on the
18 computer. So I says all right I'll ask Robert Qualey and I'll
19 fax them to you.
20 And then I -- while he was on the phone he says put me on
21 hold because it was during the trading day. There's a lot of
22 times he would put us on hold. And I asked Charlie I said
23 what's the promissory note for? Okay. He says it's customary
24 in some of these off shore transactions, keeping in mind that
25 we know nothing about these deals and that's why Charlie's
ASSOCIATED REPORTERS OF NEVADA (702) 382-8778
SYLVER - REDIRECT, CONT. 152
1 there because he -- we were relying on him. He brought us the
2 shell company. And at this time everything was -- that Andy
3 Mann said and everything that we did were according to what
4 the attorneys told us how that we had to do it with the
5 subscription agreement and the promissory note, how -- Robert
6 made the promissory note and we sent it to him.
But this is my VERY favorite part:
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.
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