Altomare Deposition 26 Jun 08 OCR Transcript Extract 10
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Q. At some point Universal Express entered into negotiations to acquire Universal Jet?
A. Yes, ma'am.
Q. Was there a formal contract between Universal Express and Universal Jet?
A. To purchase them?
Q. Yes.
A. There was a formal agreement to close, yes, ma'am.
Q. Do you know when that agreement was signed?
A. Mr. Gunderson has all of those documents, but I do know that the issue of $450,000 in taxes that Universal Jet owed prevented us from closing it at that time, and it was being worked on with the Internal 25 Revenue Service because we didn't owe it and we didn't want Universal Express to absorb it. We didn't owe it. Universal Jet did and I didn't want Universal Express to be exposed to that debt.
Q. So the closing never occurred?
A. It was -- it had never occurred.
Q. If the closing never occurred, whyare there these series of payments?
A. That was part of the contract, we took care of their operating expenses as we were planning to close.
Q. There are payments not only to them, but also to some other entities that have Air something in the name, such as Dallas Airmotive.
A. Yes, those were different debts and bills that they had. We were trying to stabilize them and, as a matter of fact, we had to get certified numbers -- we were trying to stabilize their balance sheet at the same time we had the responsibility to the Securities and Exchange Commission to have a year or two years of certified statements, which Universal Jet did not have, and that was being put together at the time. That's why we didn't have the formal closing.
Q. At this point, do you believe Universal Jet owes money to Universal Express?
A. Yes, ma'am, I do.
Q. Is that under any contractual term that they owe that money?
A. I would have to look at the contracts again. I only gave you my opinion.
Q. Tell me the basis for your opinion.
A. My opinion was that Universal Jet was a wholly owned -- I believed a wholly owned subsidiary. We spent a substantial amount of money, about a million or a million one, and the agreements were that we were moving to close in good faith, and when the company was closed, I would think that Universal Jet would owe that money back to the entity.
MR. TIFFORD: Could I inject a question now to save getting it lost in the cross?
MS. HUGHES: Yes.
MR. TIFFORD: Mr. Altomare, are you saying that since there was no closing, that Universal Jet did not, in fact, become a subsidiary of Universal Express?
THE WITNESS: It did not.
MR. TIFFORD: Is that one of the reasons why you feel some or all of the monies paid by Universal Express pending the closing, which never happened, are due back to Universal Express?
THE WITNESS: I still do, sir.
MR. TIFFORD: But that's a part of the basis --
THE WITNESS: Yes.
MR. TIFFORD: -- for your opinion?
THE WITNESS: Yes.
MR. TIFFORD: You think if you could study the contractual documents, you may be able to fine-tune that opinion for the benefit of the SEC and the receiver?
THE WITNESS: Yes, sir.
Q. In November of 2006 Universal Express paid $125,000 to Norman Allen. Do you know who Norman Allen is?
A. I need some backup documents on that one. I am sorry, it's a substantial amount of money, but I don't remember Norman Allen.
Q. This is simply the summary that we created. It's a payment made on November 2, 2006, a check 4543. It's a large amount of money.
A. Let me take a shot. Maybe Norman Allen was that brokerage firm that we made a deposit into to purchase Skynet. I am just guessing, but that could be a shot there.But I would need to have some backup document. Many times people I'm working with and then who they're wiring it to is a totally different name.
Q. This is happening in November of 2006, not November of 2007, right, okay?
A. Yes. If you would like to, we could go back and look at the Skynet dates of that press release, then maybe I could say whether or not that conjecture on my part is correct or not.
Q. Let me see what I have on press releases.
A. Just to check the date. It might be the name of the brokerage firm. It would have been handled by, you know, Saadia. I don't have those documents.
Q. Actually, I was thinking you had said that you paid -- Mr. Allen may be the person you paid the deposit to to purchase Skynet?
A. Skynet, the airline that you had the press release on. My apologies.
Q. In November of 2005 you put out a few press releases, "USXP Awaits Outcome of AirNet System Recent Privatization Announcement." Later, on November 22nd, "USXP Repeats Offer for AirNet System." But we're a year prior to this payment to Mr. Allen.
A. That's okay. We're still a year later in discussions with them, we still did in the AirNet.
Q. In November 2nd of 2006, which corresponds to this date, a press release, "USXP Signs Advertising Agreement that USXP Subsidiary Luggage Express Will Begin Advertising with the National Hockey League.'
A. Yes.
Q. You also put out "USXP and Francorp," one word, "Complete Uniform Offering Circular and Franchise Agreement." And then you also put out "Universal Express CEO Announces Acquisition of American Delivery System, Inc."
A. Yes.
Q. Are any of those announcements related to a payment of Norman Allen, is that what--
A. No, I am sorry. Maybe the last one could have been a deposit to buy the trucking company, which we renamed Luggage Express Found.
Q. Mr. Altomare, on December 15, 2006, Universal Express wrote a check to the Gallery Collection. It's a small amount, $552.49.
A. Yes.
Q. What did Universal Express acquire from the Gallery Collection?
A. They were a framing company across the street from our building, and I believe we had a racing car that someone had given us, a painting, and we framed it.
Q. Have you prepared any kind of list of the art that you and your wife own?
A. No.
Q. Do you still own several original pieces of art?
A. Only gallery pieces. I know that I've had a couple of people look at them, and I don't have much hope of it being worth a great deal of money, but I do have some original oils, but you can buy that in any gallery.
Q. Do you still own the Steinway piano?
A. No, ma'am.
Q. Did you at one time own a Steinway piano?
A. No, ma'am. I tried to buy one for my Toscano apartment, I put a deposit down, but then I couldn't complete it.
Q. Then was the deposit returned?
A. No, ma'am. Matter of fact, I was sued for the balance of the piano in the last two months..
Q. And that deposit was roughly $10,000?
A. Yes, ma'am.
Q. Mr. Altomare, since September 1st of 2007, have you been employed as a consultant in any business ventures?
A. No, ma'am.
Q. Have you owned any interest in a company, a corporation?
A. Not at this time, no, ma'am.
Q. The time frame I would like to talk about is from September 1, 2007 until today's date.
A. Yes.
Q. During that time period, did you own any interest in a corporation other than Universal Express?
A. No, ma'am.
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