To: Spamboy who wrote (2907 ) 4/27/1999 1:20:00 AM From: Jeffrey S. Mitchell Respond to of 4128
From the BCSC report on Sklar, pages 18-20:Sklar's credibility was a significant issue in the proceedings. At one point Sklar categorically denied having been advised by Tarnowski and rinkborer, after the January 23 meeting at the Exchange, to issue a news release verifying the status of the private placements. Both Tarnowski and Zinkhofer were called as witnesses and each of them confirmed having given such advice to Sklar. Sklar offered no explanation of why he spent so much time and effort on Revcon and Ainbinder other than to say that he either assured or was told that they had European clients who were participating in the placements through the DG Bank. We are not satisfied with this explanation and believe that Sklar's understanding of the role played by Revcon and Ainbinder went far beyond what he admitted to in his evidence. Skiar prepared and kept current due diligence packages for Max, INQ and Dexx. In the DeXX package, Sklar was described aa a chartered accountant. At the hearing he acknowledged that he was not and never had been a chartered accountant, and that the description was inaccurate. Sklar and Skolnik were both surprised when they were told of the letters from DG Bank during the meeting at the Exchange on January 23. In our judgment, their surprise was learning of the existence of the letters rather than the information which they contained. We find it peculiar that, although documentation of every collateral aspect of the private placements was both plentiful and meticulous, there was nothing in writing confirming DG Bank's commitment to participate in the private placements. The incident with Brown, in which Sklar offered to apply corporate assets to settle a personal account, is further evidence of a failure to adhere to the standards required of an officer and director of an issuer and, in our judgment, was not merely an isolated, angry outburst. We consider the incident quite consistent with the general pattern of irresponsible and dishonest conduct which Sklar displayed throughout the period under review. Continuous disclosure of material information about reporting issuers is fundamental to an effective and credible securities market. The false and misleading disclosure in this case was occasioned by Sklar's failure to fulfill his duties as a director and officer of a reporting issuer. Initially, he failed to ensure that the information he was releasing was true. Later, he failed to act honestly after he knew the information was false. His behaviour was prejudicial to the public interest. Accordingly, the Commission orders: 1. under section 145 (1) of the Act, that the exemptions described in sections 30 to ~2, 55, 5B, 81 and 82 do not apply to Sklar for a period of three years; 2. under section 145.1, that Sklar resign as a director and officer of all reporting issuers and is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of three years; and 3. under section 154.1, that Sklar pay for the costs of or related to the hearing that are incurred by or on behalf of the Commission or the Superintendent, such coBts to be determined by the Commission. Dated at Vancouver, British Columbia this 18th day of September, 1989. For the Commission Mr. Mohan S. Jawl Member Mr. Edward L. Lien Member Mr. Jeremy P.H. McCall Member