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1 UNITED STATES DISTRICT COURT

 SOUTHERN DISTRICT OF FLORIDA

2 FORT LAUDERDALE DIVISION

3

4 SECURITIES AND EXCHANGE ) 

COMMISSION, ) 

5 ) 

 Plaintiff, ) 

6 ) 

vs. ) CASE NO.: 

7 ) 22-61699-CIV-MARTINEZ-BECERRA 

PROFILE SOLUTIONS, INC. ) 

8 DAN ORAN, AND ) 

LEONARD M. TUCKER, ) 

9 ) 

 Defendants. ) 

10 ____________________________) 

11

12

13

14 VIDEO RECORDED DEPOSITION OF LEONARD M. TUCKER

15 taken before Ashley Munoz, Florida Professional

16 Reporter, Notary Public in and for the State

17 of Florida at Large, pursuant to Notice of 

18 Taking Deposition filed in the above case, on 

19 June 6, 2023, commencing at 11:22 a.m. and 

20 ending at 2:11 p.m. 

21

22

23

24

25 JOB No. 230606JRE

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1 APPEARANCES:

2 ON BEHALF OF THE PLAINTIFF:

3 SECURITIES AND EXCHANGE COMMISSION

 801 Brickell Avenue, Suite 1950

4 Miami, Florida 33131

 BY: Amie R. Berlin, Esquire

5

6 ON BEHALF OF THE DEFENDANT LEONARD TUCKER:

7 LAW OFFICES OF MARK C. PERRY, P.A.

 6245 North Federal Highway, Suite 321

8 Fort Lauderdale, Florida 33308

 BY: Mark C. Perry, Esquire

9

10 ALSO PRESENT:

11 DICKINSON WRIGHT

 424 Church Street, Suite 800

12 Nashville, Tennessee 37219

 BY: Frank Borger Gilligan, Esquire

13 

14 David Zeeber, Videographer

15

16

17

18

19

20

21

22

23

24

25

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1 I N D E X 

2 WITNESS: EXAMINATION PAGE

3 LEONARD M. TUCKER

4 By Ms. Berlin 5

5 By Mr. Perry 184 

6

7

8 

 EXHIBITS 

9 

10 EXHIBIT NO. DESCRIPTION PAGE 

11 Exhibit 2 Form S-1; 59 pages 35

12 Exhibit 3 Order of Suspension of Trading; 78

 2 pages 

13

Exhibit 4 InvestorsHub; 2 pages 86

14

Exhibit 5 Answer to affirmative 111

15 Defenses; 53 pages 

16 Exhibit 6 Tweet; 1 page 145

17 Exhibit 7 Press release Israel; 4 pages 65 

18 Exhibit 8 Tweet; 1 page 154

19 Exhibit 9 Tweet; 1 page 125

20

21

22

23

24

25

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1 Miami, Florida, Tuesday, June 6, 2023

2 11:22 a.m. - 2:11 p.m.

3

4 THE VIDEOGRAPHER: This is the

5 videotaped deposition of Leonard M. Tucker,

6 taken in the matter of Securities and

7 Exchange Commission vs. Profile Solutions

8 Inc., et al. This deposition is being

9 held at 801 Brickell Avenue, Suite 1950

10 Miami, Florida.

11 Today's date is June 6, 2023. The

12 time is 11:22 a.m.

13 Would counsel now please introduce

14 themselves.

15 MS. BERLIN: Amie Riggle Berlin,

16 senior trial counsel, on behalf of the U.S.

17 Securities and Exchange Commission.

18 MR. PERRY: Mark Perry on behalf of

19 Leonard M. Tucker.

20 MR. GILLIGAN: Frank Borger Gilligan

21 from Dickinson Wright, and I'm dialing in.

22 Thereupon,

23 LEONARD TUCKER,

24 was called as a witness and, having been first duly

25 sworn, was examined and testified as follows:

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1 DIRECT EXAMINATION

2 BY MS. BERLIN:

3 Q. Okay. Mr. Tucker, my name is Amie

4 Berlin. If you need to take a break at any time,

5 just let me know, and we'll do that.

6 A. Okay.

7 Q. And similarly, if any question I ask

8 you is unclear, just let me know, and I'll do my

9 best to reword it for you.

10 A. Okay.

11 Q. Okay. And where are you currently

12 working?

13 A. Boca Raton.

14 Q. Okay. And that's a city?

15 A. Yes, in Florida.

16 Q. Okay. And so for what entities are

17 you currently working?

18 A. Leonard Tucker, LLC.

19 Q. And what is that?

20 A. It's a business advisory service.

21 Q. To provides consulting services?

22 A. Yes.

23 Q. Okay. To whom?

24 A. To various corporations.

25 Q. Please name them.

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1 A. At this time, Quickstream Corporation;

2 Winners, Inc.; Clean Vision Corporation; Radar,

3 Inc.; Emergent Health Corporation; Maison LUX. And

4 I believe that's it.

5 Q. Have there been any other entities for

6 which you've provided services during the year

7 2023?

8 A. I don't believe so.

9 Q. Is Leonard Tucker, LLC, your source --

10 sole source of income?

11 A. Yes.

12 Q. Are any of the entities that you just

13 identified for which you provide services in the

14 business of doing any sort of securities or

15 promissory note offering?

16 A. Could you repeat the question.

17 Q. So the entities you identified,

18 Consulting Services, Inc.; Clickstream Corp.;

19 Winners, Inc.; Clean Vision Corp.; Radar, Inc.;

20 Emergent Health Corp.; and Maison LUX, I will like

21 -- I will refer to those as your clients.

22 Do you understand?

23 A. Yes, I do.

24 Q. Do any of your clients have securities

25 offerings at this time?

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1 A. Yes.

2 Q. Which ones?

3 A. Emergent Health does -- Emergent

4 Health Corporation; Winners, Inc.; Quickstream

5 Corporation.

6 Q. Uh-huh.

7 A. Maison LUX. I believe that's -- I'm

8 really not sure. I believe that's all.

9 Q. Are any of your clients publicly

10 traded?

11 A. Yes, they are.

12 Q. Which ones?

13 A. All of them.

14 Q. Okay. What kind of services are you

15 providing?

16 A. Business advisory services.

17 Q. What do you mean by that?

18 A. I help with the public company

19 functions, I work as the liaison between the

20 issuers and their various attorneys, accountants,

21 auditors, OTC markets, escrow agents, shareholders.

22 Q. So you're the liaison between --

23 A. Trans- -- transfer agents also, I'm

24 sorry.

25 Q. I'm sorry. Didn't mean to interrupt

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1 you. Anything else?

2 A. In addition to those functions,

3 overall business advisory.

4 Q. What do you mean by that?

5 A. I review business plans that they may

6 have. I review pro formas they may have or

7 projections they may have to give my opinion.

8 Q. Do you review marketing materials?

9 A. I would say that I -- I don't believe

10 I review them, no.

11 Q. Do you draft press releases?

12 A. No.

13 Q. Do you review any of their SEC

14 filings?

15 A. Yes.

16 Q. Why?

17 A. To get a better understanding of what

18 the company does and part of my -- my role with the

19 companies.

20 Q. Do you give feedback on the filings?

21 A. Yes.

22 Q. Do you draft them?

23 A. No.

24 Q. Are you identified as a consultant to

25 investors in any of your clients' companies?

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1 A. Yes. My role is disclosed in all of

2 the various companies.

3 Q. Do you own a percentage of shares in

4 any of your clients' entities?

5 A. Yes, I do.

6 Q. What percentage of shares do you have

7 for consulting services?

8 MR. PERRY: Objection, vague.

9 THE WITNESS: I -- I don't know off

10 the top of my head, though, all of them. I

11 -- I don't know.

12 BY MS. BERLIN:

13 Q. You don't know?

14 A. I don't know the exact percentage.

15 Q. For any of them? For any of your

16 clients?

17 A. I -- there with Radar, I own

18 4.99 percent.

19 Q. Any others?

20 A. Clean Vision, 20 percent. Actually

21 less than 20 percent. I'm sorry. I think it comes

22 out to like 13 1/3rd percent. .1333, I believe is

23 what I own at Clean Vision. Quickstream, I'm not

24 sure. I -- I know its under 10 percent, I believe.

25 Winners, Inc., I believe, is under 10 percent.

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1 Q. And why do you have a -- a percentage

2 of -- of shares? Did you purchase the shares in

3 each of your clients' entities?

4 A. I received the shares and the various

5 entities pursuant to my advisory agreements, the

6 services provided or to be provided.

7 Q. So in exchange for the services you

8 provide, you receive shares in each of the client,

9 entities; is that correct?

10 A. Shares and cash.

11 Q. Do you interact with the investors in

12 any of your clients' entities?

13 A. Yes, I do. Not all of them, but yes,

14 I do at times.

15 Q. Okay. For what purpose?

16 A. Mostly in an administrative capacity

17 to help with the paperwork.

18 Q. What paperwork?

19 A. Subscription agreements, legal

20 opinions that would come from counsel to issue

21 shares. Transfer agent to have shares issued.

22 Escrow agent if there were escrow agents involved.

23 Q. I'm going to stop you.

24 A. I'm sorry.

25 Q. My question was whether you interacted

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1 with the clients' investors. Did you understand

2 the question correctly? You're telling me that you

3 speak with escrow agents, but I'm -- I'm asking

4 about your communications with the clients'

5 investors.

6 Do you understand?

7 A. Yes. I'm sorry. I thought you asked

8 what I did for them or -- or my communication, I'm

9 sorry.

10 Q. Tell me about your communications with

11 your clients' investors. What do you communicate

12 with them about?

13 A. I was the liaison with the paperwork.

14 Q. And by "paperwork," you mean the

15 subscription agreements and other offering

16 agreements?

17 A. Yes.

18 Q. Do any of your clients have promissory

19 note offerings?

20 A. I don't believe so at this time. I

21 don't believe so.

22 Q. Do they have PPMs, meaning private

23 placement memoranda?

24 A. Regulation A offerings under the

25 Securities Act of 33. Reg A offerings.

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1 Q. Again, do they have private -- do any

2 of them distribute or circulate private placement

3 memoranda to potential investors?

4 A. I don't know.

5 Q. In connection with the subscription

6 agreement communications with your clients and

7 investors, tell me about the nature of those

8 discussions.

9 A. My role was to send them out to -- you

10 know, send out to the clients, to the

11 shareholders -- potential shareholders to review.

12 If the shareholders want to go through it and the

13 issuer wanted to go through it with them, I would

14 send everything out through DocuSign for their

15 respective parties to execute.

16 Q. And who tells you at -- at your -- for

17 each of your clients who tells you the names and

18 contact information for the potential shareholders

19 you should send the offering documents to?

20 MR. PERRY: Form.

21 THE WITNESS: The --

22 BY MS. BERLIN:

23 Q. Do you understand the question?

24 A. Yes, I do. I was thinking. Either

25 the -- either the CEO or the respective investor.

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1 Q. You mean a respective investor would

2 contact you directly?

3 A. Yes.

4 Q. How would they get your contact

5 information?

6 A. Most of the investors I know for

7 years. I know them. I know them.

8 Q. For all off your clients?

9 A. Pretty much. Pretty much, yes.

10 Q. But these are public trade -- publicly

11 traded entities?

12 A. Yes, they are.

13 Q. But you know most or all of the

14 investors personally?

15 A. Pretty much, yes. When -- when you

16 say "personal," what does that mean "personally"?

17 Q. I thought you just testified that you

18 know most of the investors and have for years.

19 Did I understand you correctly?

20 A. I -- I have business relationships,

21 but I'm not -- that's why I was asking what you

22 meant by "personally." They're not personal

23 friends, but I have business relationships with

24 them --

25 Q. So you know them in a personal or a

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1 capacity, correct?

2 A. A business capacity.

3 MR. PERRY: Objection. Form.

4 BY MS. PERRY:

5 Q. I'm sorry?

6 A. In a business capacity, yes.

7 Q. So how did these investors learn about

8 the offerings or the investments about which they

9 contact you?

10 A. When a company files a Reg A offering,

11 it becomes public information, and the investors

12 that I know are all hedge funds. And when an

13 offering is qualified, you know, by the commission,

14 they call the issuer, and the issuer has them

15 contact me. The issuer refers them to me as part

16 of my role with these issuers, various issuers.

17 Q. And so you're -- is it your testimony

18 that these clients learn about it, that's because

19 of the -- the filing with the SEC. And they just

20 sort of randomly see it, and then somehow it's

21 always your investment?

22 A. They don't randomly see it. That's

23 their business. That's what they I do. It's not a

24 ran- -- it's -- it's definitely not a random act,

25 it's what they do. They're -- there are -- they

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1 know these offerings when they're coming out right

2 away. They know.

3 Q. They don't hear it from you?

4 A. No. No.

5 Q. So if I call the -- all of the

6 investors in your clients' companies, not a single

7 one is going to tell me they heard about the

8 investment through you?

9 MR. PERRY: Objection. Form.

10 BY MS. BERLIN:

11 Q. Am I understanding you correctly?

12 A. You're saying everyone. That's

13 typically the way it goes. They see -- they see

14 that the company has filed a Reg A offer --

15 Q. That's not my question. I'm going to

16 stop you.

17 A. I'm sorry.

18 Q. If I contact every one of the

19 investors at your client companies, am I correct in

20 understanding that not a single one is going to

21 tell me they heard about the investment through

22 you?

23 MR. PERRY: Objection. Form.

24 THE WITNESS: I don't know. I don't

25 know. I don't know if that's a true -- I

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1 don't know if that's a true statement.

2 BY MS. BERLIN:

3 Q. Well, have you ever told any of the

4 investors in your clients' entities -- have you

5 ever told anyone about the investment

6 opportunities?

7 MR. PERRY: Objection. Form.

8 THE WITNESS: I don't sell any of

9 these investment opportunities, no.

10 BY MS. BERLIN:

11 Q. That's not my question.

12 A. Okay. Sorry.

13 Q. Please answer the question. My

14 question was, have you ever told any potential

15 investor about the investment opportunity in one of

16 your clients' entities?

17 A. Yes.

18 Q. And is that part of the consulting

19 services that you provide?

20 A. Yes.

21 Q. And how do you go about telling

22 people? Is it by phone or in personal meetings or

23 otherwise?

24 A. By phone.

25 Q. And how do you decide who to call

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1 about a particular investment offering?

2 A. I -- I don't call. They -- they find

3 out about it, and they call me. I only have a

4 handful of investors that I with, and they call me.

5 Q. Where do you work on a day-to-day

6 basis, meaning physically?

7 A. At this time, from my house.

8 Q. At any time in 2023, have you worked

9 any -- out of any physical location other than your

10 home?

11 A. No.

12 Q. What about in 2022?

13 A. I don't believe so.

14 Q. In connection with Profile Solutions,

15 where did you conduct your work physically?

16 MR. PERRY: Objection to form.

17 BY MS. BERLIN:

18 Q. Do you understand the question?

19 A. Yes, I do. Either out of -- out of my

20 home or out of Profile's offices.

21 Q. And where were those located?

22 A. In Sunrise.

23 Q. And you testified during the SEC's

24 investigation of this case, and when I say "this

25 case," I mean the SEC civil case against you that's

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1 pending in district court.

2 Do you understand what I mean by "this

3 case"?

4 A. Yes.

5 Q. Okay. The SEC took your investigative

6 testimony during the investigation in this case,

7 correct?

8 A. Yes.

9 Q. And you recall that occurring?

10 A. Yes.

11 Q. And you were represented be counsel at

12 that time?

13 A. Yes.

14 Q. And they attended with you?

15 A. Yes.

16 Q. And did you testify truthfully under

17 oath that day?

18 A. Yes, I did.

19 Q. And that remains your testimony today?

20 MR. PERRY: Objection to form.

21 THE WITNESS: I believe so.

22 BY MS. BERLIN:

23 Q. Tell me when you commenced work for

24 Profile Solutions.

25 A. I -- I honestly don't remember the

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1 date that I started working there.

2 Q. Year?

3 A. In 2017. I'm not sure if that's

4 correct.

5 Q. How did you come about working there?

6 A. I was introduced to Dan Oran by

7 Elizabeth Kowalski.

8 Q. What was Profile Solutions in the

9 business of doing?

10 A. Well, initially when I went to work

11 for Dan Oran, there was no Profile Solutions. I

12 went to work for Elite Products International.

13 Q. I understand. Elite Products

14 International is a subsid- -- was a subsidiary of

15 Profile Solutions; is that correct?

16 A. It was, but not initially. I went to

17 work for Elite, and Dan wants it to go public. So

18 Dan was looking for a public company to reverse and

19 merge into, so we found Profile Solutions, Inc.,

20 which was an existing business.

21 I don't remember their exact business,

22 but the public company was for sale. And Dan

23 purchased Profile Solutions and merged Elite into

24 Profile.

25 Q. When you refer to "Dan," is that

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1 Dan Oran?

2 A. Yes.

3 Q. And any time you refer to Dan today,

4 I'm going to understand you mean Dan Oran, unless

5 you specify otherwise.

6 Do you understand?

7 A. Yes, I do.

8 Q. Thank you. Was Profile Solutions

9 directly or through its subsidiary, Elite, was it

10 in the -- in business relating to the cannabis

11 industry?

12 A. Yes, it was. I believe it still is.

13 Q. Who worked there during the time that

14 you worked -- that you conducted work for Profile

15 Solutions?

16 A. Dan, Robbie Hicks; Rebecca Mocca, I

17 believe her last name is; Galid Sahiv; if I'm

18 pronouncing it correctly. Vladimir Tikiakov.

19 Dan's wife. I believe Vladimir's wife worked there

20 also. I can't think of her name. Shamone Fema.

21 They had like six or seven other employees. I

22 don't know all of their names.

23 Q. Going back briefly to your -- the list

24 of clients that you provided me at the beginning,

25 which I -- I identified and defined. It was

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1 Consulting Services, Inc.; Quickstream Corp.;

2 Winners, Inc.; Clean Vision Corporate, Inc.;

3 Emergent Health Corp.; and Maison LUX.

4 Those are your clients, correct?

5 A. Correct.

6 Q. Are all of those penny stocks?

7 A. Yes, they are.

8 Q. Anyone else work at Profile Solutions?

9 A. At this time or then?

10 Q. During the time you were conducting

11 work for Profile Solutions, did anyone else work

12 there that you haven't identified already?

13 A. Yes. Yes. You know, also the

14 attorney, Eddie Murieli.

15 Q. Spell his last name if you can.

16 A. M-U-R-I-E-L-I. I don't know if all of

17 these people were employees or independent

18 contractors, but these are people that, to the best

19 of any knowledge, worked --

20 Q. Anyone else?

21 A. -- in some capacity in the company.

22 Dan had a couple of IT guys, one who passed away.

23 I can't think of his name. I -- I'm not sure the

24 IT guys' names. He had two different IT

25 technicians who worked at the company also. There

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1 were like five or six people. I don't know their

2 names. They were packing and shipping cannabis

3 products from the office. I don't know their

4 names. He had a salesperson. I wasn't really

5 involved with that part of it.

6 Q. And when you say "salesperson," you

7 mean on the retail side of selling the drug

8 products?

9 MR. PERRY: Objection to form.

10 THE WITNESS: Selling the -- the

11 cannabis, you know, products to, you know,

12 retail stores. They would go to trade

13 shows or with people to trade shows. I

14 don't know the -- all of those people's

15 names. They worked in the office, and I

16 don't really know their names.

17 BY MS. BERLIN:

18 Q. Okay. And -- and the people whose

19 names you don't know, they -- again, they were on

20 the retail side, meaning they were selling the

21 cannabis marijuana products to entities, rather

22 than being involved in the investment side.

23 Am I understanding correctly?

24 A. The accountant was Anna Berman. They

25 had an auditor, Daszcal Bolton (ph).

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1 Q. Say the name.

2 A. Which one? The Anna Berman or the

3 Bolton or Daszcal Bolton?

4 Q. The -- the auditor, can you spell it?

5 A. Yes. D-A-S-Z-C-A-L, Daszcal. Bolton,

6 B-O-L-T-O-N.

7 Q. Okay. And did he -- or she -- is that

8 a male or a female?

9 A. That's the name of the company.

10 Q. Okay. So I'm -- I'm sorry. I was

11 asking who worked for the business. You're saying

12 this is the auditor company that they hired?

13 A. Right. Right. And they had a -- an

14 audit manager, and I can't think of his name.

15 Q. Okay. So let's go back. I'm asking

16 about who -- who worked there on a day-to-day

17 basis, not the external people they may have hired

18 for legal and consulting purposes, so if you -- at

19 Profile Solutions were either agent or employees or

20 consultants of the firm.

21 Do you understand?

22 A. Yes.

23 Q. Okay. So we have Robbie Hicks,

24 Rebecca Mocca, Dalik Sahiv, Vladimir Ku- -- Yakov.

25 A. Yakov. Yakov.

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1 Q. Dan Oran and his wife.

2 A. Yes.

3 Q. Anna Berman, she worked on site or no?

4 A. No. She's outsource CFO.

5 Q. I'm sorry?

6 A. Outsourced CFO.

7 Q. Outsourced --

8 A. Right.

9 Q. -- CFO?

10 A. She was not, you know, on premises.

11 Q. And Eddie Murieli, the attorney?

12 A. Right. He was on the board of

13 directors.

14 Q. Understood. And also not on site?

15 A. On -- correct.

16 Q. What did Robbie Hicks do at the

17 company?

18 A. She was Dan's administrative

19 assistant. To the best of my knowledge, she would

20 pay the bills that Danny would instruct to be paid.

21 She would organize Danny's e-mails. She would

22 organize Danny's agreements. She would make

23 Danny's travel arrangements.

24 Q. Did she also work with you?

25 A. Not really. No, I had -- I had no

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1 authority over her. There's nothing that I would

2 ask her to do for me. She didn't work for me.

3 Q. So the answer is no?

4 A. No. I'm just thinking out loud, so I

5 apologize.

6 Q. Okay. And then Vladimir was in charge

7 of the website, correct?

8 A. No. Vladimir was involved -- Vladimir

9 boarded many of the shareholders. Vladimir is from

10 Russia. Vladimir boarded the investors for

11 profile, Dan and Vladimir. I had nothing to do

12 with any of the investors of Profile.

13 Q. And so why -- what was -- what is your

14 knowledge based on that Vladimir was the person who

15 was bringing in the investors?

16 A. They in- -- they introduced them to

17 me.

18 Q. Who's "they"?

19 A. Dan and Vladimir.

20 Q. They would introduce leads to you?

21 A. No. They would -- they would make

22 arrangements with investors, and they would have me

23 send the subscription agreements to the investors

24 and all the different documents that were required.

25 I had no negotiation or discussion --

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1 Q. Okay.

2 A. -- with those investors.

3 Q. Okay. So they would bring potential

4 investors to you because you just testified you

5 would send them the subscription agreement. You

6 understand that someone's not an investor until

7 they've actually invested --

8 MR. PERRY: Objection to form.

9 BY MS. BERLIN:

10 Q. -- correct?

11 A. I -- I had different roles with

12 Profile than I did at the companies you asked me

13 about earlier. At Profile, I had no -- no -- no

14 agreement -- no -- no -- no -- sorry, no

15 involvement with any of the investors. Dan and/or

16 Vladimir, who were the investors, they would tell

17 me that so-and-so is putting $50,000 or whatever,

18 you know, into Profile, to write it up. I would

19 write it up. I would send out the subscription

20 agreement.

21 At that time, we didn't have DocuSign,

22 so I would send everything out by e-mail. The

23 investors would sign, wire their money into

24 Profile's account. I wasn't involved in any of the

25 negotiations or discussions with any of those

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1 investors.

2 Q. Okay. And Profile's a penny -- was a

3 penny stock, correct?

4 A. Yes.

5 Q. Okay. So when you say that Vladimir

6 would bring in the investors, do you mean these

7 people who were investing in the penny stock,

8 meaning the -- the outside public --

9 A. Vladimir --

10 Q. -- or are you talking about investors

11 who were -- who were investing through something

12 other than the penny stock offering?

13 MR. PERRY: Objection to form.

14 BY MS. BERLIN:

15 Q. Do you understand the question?

16 A. When I -- when I'm referring to an

17 investor, I'm referring to a subscriber, just to

18 qualify it. So the subscribers for the -- you

19 know, any of the investments, you know, came -- you

20 know, Vladimir introduced them from people that he

21 personally knew, or Dan introduced people that he

22 personally knew.

23 And typically, when they would come to

24 the office to discus it with Dan, they was really

25 speaking Hebrew, and I did not understand it. It

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1 wasn't my place to understand it or not understand

2 it. And when Vladimir brought people and they

3 would speak Russian, which is not my place to

4 understand it or not understand it. I was just the

5 scrivener of the documents after I was told that

6 they were invest- --

7 Q. I'm going to stop you. If you could

8 just answer my question --

9 A. Okay.

10 Q. -- okay?

11 MS. BERLIN: So can we read him back

12 the question.

13 (Requested portion read.)

14 THE WITNESS: Investors for the penny

15 stock offering.

16 BY MR. BERLIN:

17 Q. Okay. And other than Vladimir

18 introducing potential investors to the company for

19 the penny stock investment, were there other --

20 there were other methods of getting the word out

21 about the investment in Profile Solutions, correct?

22 MR. PERRY: Objection to form.

23 THE WITNESS: There is nothing that

24 was done to market the offering. The

25 offering never became effective, so it was

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1 never marketed.

2 BY MS. BERLIN:

3 Q. Did Prof- -- Profile Solutions

4 advertise through Twitter, correct?

5 A. It had a Twitter account, yes.

6 Q. There were also people who posted on

7 Reddit and other online forums, correct?

8 MR. PERRY: Objection to form.

9 THE WITNESS: That I don't know. The

10 only one I was aware of is Twitter.

11 BY MS. BERLIN:

12 Q. There were press releases, correct?

13 A. Yes.

14 Q. And so is it your testimony today that

15 every investor in -- in Profile Solutions came

16 through either Vladimir or Dan Oran?

17 A. No, that's not what I was saying.

18 Q. Your -- am I understanding then that

19 Vladimir and Mr. Oran would introduce investors to

20 the firm?

21 MR. PERRY: Objection.

22 THE WITNESS: May I explain?

23 BY MS. BERLIN:

24 Q. Can -- can you just answer the

25 question I've asked. If the answer is a no, I'll

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1 ask for clarification if I need it.

2 A. It -- its not a simple -- I can't -- I

3 can't tell -- I apologize. I can't answer --

4 Q. You can't answer the question --

5 A. No. No, because --

6 Q. -- whether they introduce people to

7 the firm? Okay.

8 A. There's -- there's two different types

9 of people, so I'm trying to explain.

10 Q. What are the two types of people?

11 A. Okay. There's investors who invest in

12 the company, and there's people who buy and sell

13 stock through stockbrokers. I would have no idea,

14 you know, who bought and sold stock through

15 stockbrokers.

16 Q. Okay. And -- and that -- that's my

17 question.

18 A. Okay.

19 Q. So you're not claiming that every

20 investor came through these two people, you're

21 simply testifying that they introduced the

22 potential investors to the firm?

23 A. To invest in the company. To put

24 money into the company, not necessarily put money

25 into -- through Merrill Lynch who are, you know,

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1 whatever their stockbroker may be. I --

2 Q. Okay.

3 A. -- have -- have no idea of those

4 people.

5 Q. Okay. And if they -- if Dan and

6 Vladimir found someone who was interested in

7 investing or brought them into the office and told

8 them about the company and the potential investor

9 wanted to learn more, they would put that person in

10 contact with you for the offering documents,

11 correct?

12 A. My role is the offering documents, not

13 more information on the company. That was their

14 part of it.

15 Q. So -- correct, that you would then

16 send out the offering materials --

17 A. Yes.

18 Q. -- to the investor, yes?

19 A. Yes.

20 Q. Would you provide the potential

21 investors with the registration -- the copy of the

22 registration statements?

23 A. To the best of my memory, all of the

24 investors were prior to the offering. Nobody

25 purchased shares that -- that I'm aware of through

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1 Dan and/or Vladimir from the S-1 registration. It

2 was all prior to.

3 To the best of my knowledge, they

4 purchased it through stock purchase agreements, not

5 even subscription agreements, stock purchase

6 agreements from Dan.

7 Q. Do you have an account on Reddit, or

8 have you ever?

9 A. I may have an account, but I -- I've

10 never posted on Re- -- I don't even know if I have

11 an account on Reddit. I may have opened one, but

12 I've never done anything on Reddit.

13 Q. What's your user name for Reddit?

14 A. I have no idea. I have -- if you show

15 it to me, I'll tell you if it's mine. I don't

16 know.

17 Q. You don't know?

18 A. No.

19 Q. And you don't recall ever posting on

20 Reddit?

21 A. No.

22 Q. Directing anyone to post on Reddit?

23 A. No. I didn't do anything on Reddit.

24 Q. Okay. And -- well, what sites did you

25 post on, InvestorsHub?

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1 MR. PERRY: Objection to form.

2 THE WITNESS: No. Never posted on

3 InvestorsHub.

4 BY MS. BERLIN:

5 Q. Do you have an account there?

6 A. I might have an account to observe,

7 but I never -- I never posted on InvestorsHub or

8 Reddit.

9 Q. What's your user name on InvestorsHub?

10 A. I don't know. I haven't done anything

11 -- I don't -- I don't know. I don't know.

12 Q. Would you have signed up through your

13 personal e-mail address?

14 A. If I did sign up, yes, I would have,

15 yes.

16 Q. And what is that?

17 A. Leonard -- at this time, I believe it

18 was leonardmtucker@hotmail.com.

19 Q. Did you participate in any online

20 forums?

21 A. No.

22 Q. Not even Twitter?

23 MR. PERRY: Objection to form.

24 THE WITNESS: What do -- what do you

25 mean by "forum"?

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1 BY MS. BERLIN:

2 Q. Any social media outlet. Lets start

3 there, if you don't understand what a forum is. Do

4 you have a Twitter account?

5 A. No. No. I had -- no, I -- I managed

6 certain Twitter accounts. I don't -- I don't know

7 what you mean by had -- it's not -- it's not like

8 my personal Twitter account.

9 Q. What Twitter -- did you manage any

10 Twitter accounts for Profile Solutions?

11 A. Myself and Adam Baker.

12 Q. So is that a yes?

13 A. Yes, I'm sorry.

14 Q. And the Twitter account for Profile

15 Solutions is under your contact information,

16 correct?

17 MR. PERRY: Objection to form.

18 THE WITNESS: Either myself and/or

19 Adam Baker, I don't remember.

20 BY MS. BERLIN:

21 Q. Okay. Any other social media or any

22 online accounts or forums that you managed or

23 participated in for Profile Solutions?

24 A. No. Not that I can recall.

25 Q. Only the Twitter account?

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1 A. Yes.

2 (Thereupon, Plaintiff's Exhibit 2

3 was marked for identification.)

4 BY MS. BERLIN:

5 Q. I'm going to hand you what we've

6 pre-marked as Exhibit 2. I'm handing it to your

7 counsel as well. This is for our court reporter.

8 This is a -- one -- the registration

9 statement for Profile Solutions, correct?

10 A. Yes.

11 Q. And did you participate in drafting

12 this?

13 A. No.

14 Q. Did you review it?

15 A. Yes.

16 Q. Did you review it before it was filed

17 with the SEC?

18 A. Yes.

19 Q. And it's your testimony that you did

20 not participate at all in drafting it. And by

21 "drafting," I mean including editing, making

22 changes in any way.

23 A. I did. I -- I -- I didn't draft it.

24 I provided information.

25 Q. What information did you provide in

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1 connection with Exhibit 2?

2 A. I -- I don't know what Exhibit 2 is.

3 Where -- 59 --

4 Q. The whole thing is Exhibit 2.

5 MR. PERRY: Oh, this whole thing is

6 Exhibit 2, I'm sorry. The whole thing is

7 59 pages.

8 BY MS. BERLIN:

9 Q. Exhibit 2 is the Form S-1 for Profile

10 Solutions.

11 A. I worked -- I worked with

12 Jackson Morris who would ask me for copies of

13 agreements that he needed. He -- he had asked me

14 for certain materials, and I -- I gave him whatever

15 he asked me for.

16 Q. And you said Jackson Morris was the

17 person who would ask you for information?

18 A. Yeah, he -- yes. He was the attorney.

19 He had the S-1 registrations statement.

20 Q. Okay. And did you provide the -- any

21 information in connection with the risks identified

22 in the registration statement?

23 A. I don't -- I don't believe so.

24 Q. Did you review the risk section?

25 MR. PERRY: Why don't you go to that

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1 page. Can we do that?

2 BY MS. BERLIN:

3 Q. Then turn to Page 6. In the bottom,

4 it'll actually say 7 out of 59. It's titled "Risk

5 Factors." And it goes on -- a little more -- it

6 goes on to the next several pages.

7 A. Okay. Let me take a look.

8 Q. I'm not asking you to sit and read it.

9 A. I'm sorry.

10 Q. I'm asking if you want to look at it

11 to refresh your recollection. And the question is

12 simply, did you provide any input on the risk

13 factors for the registration statement?

14 A. No, I did not.

15 Q. Turn to Page 8 of 59, please.

16 A. Okay.

17 Q. Do you see that the first risk factor

18 that's listed is that there could be changes in the

19 laws that would impact whether or not the products,

20 the CBD products of -- of Profile Solutions were

21 legal.

22 Do you see that as a risk factor?

23 A. Yes.

24 Q. Okay. And is that -- is that an

25 accurate -- is -- is that actually a risk factor or

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1 was it at Profile Solutions, that CBD extracts or

2 cannabis may not be legal, would that impact

3 Profile Solutions's profitability.

4 Mr. Tucker?

5 A. Okay. I'm reading what it says.

6 Q. Okay. You can close the exhibit.

7 A. Okay.

8 Q. And listen to the question.

9 A. Okay.

10 Q. My question was, is it a risk fact- --

11 was it a risk factor of Profile Solutions when they

12 were in business that cannabis or CBD products may

13 not be legal?

14 A. Yes, that's a risk factor.

15 Q. Why?

16 A. Because Jackson Morris put that it's a

17 risk factor.

18 Q. That's not my question. You just

19 testified yourself that it -- it is a risk factor.

20 So let me ask it another way: Part -- Profile

21 Solutions was in the business of cannabis and CBD

22 products.

23 Do you agree?

24 A. Yes, it was.

25 Q. So is -- did the profitability of

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1 Profile Solutions, was that impacted almost

2 exclusively by the ability to distribute and sell

3 CBD and cannabis products?

4 MR. PERRY: Objection to form.

5 BY MS. BERLIN:

6 Q. That's -- that's what they were in the

7 business of doing, correct?

8 A. Yes.

9 Q. And so if CBD and cannabis are not

10 legal, then Profile Solutions could not sell them,

11 correct?

12 A. Correct.

13 Q. And so if they can't sell them and

14 they can't generate business or profits for the

15 company, is that a risk factor for investors to

16 know about?

17 A. I would assume that's why Jackson put

18 it in here.

19 Q. That's not my question. Do you know?

20 I'm not asking --

21 A. I don't know. I don't know.

22 Q. I'm not asking you -- please let me

23 finish the question.

24 A. Okay.

25 Q. I'm not asking you about what a person

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1 name Jackson may have thought or assumed. That's

2 not the question. The question is, you were a

3 consultant, you worked at this company almost every

4 day, correct?

5 A. Pretty much. I'm -- not -- not on

6 this particular firm. I had various different

7 accounts there.

8 Q. For years at Profile Solutions,

9 correct?

10 A. Right.

11 Q. Okay. And so were you familiar with

12 the business?

13 A. Somewhat. Not the laws of cannabis.

14 Q. I'm not asking you about the laws of

15 cannabis, Mr. Tucker.

16 A. Yes.

17 Q. I'm asking you, as someone who worked

18 with this entity, that was involved in a public

19 offering of securities -- do you understand the

20 question so far?

21 A. Yes.

22 Q. Did you understand the risk factors

23 associated with the business?

24 A. Yes, I did.

25 MR. PERRY: Objection to form.

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1 BY MS. BERLIN:

2 Q. Did you take time to educate yourself

3 about the risk factors of the business?

4 A. No.

5 Q. You did not?

6 A. No.

7 Q. Did you take time to educate yourself

8 about what the business of Profile Solutions was?

9 A. Yes.

10 Q. Did you -- but you didn't take any

11 time to look into what might impact, what risk

12 factors might exist that could impact the

13 profitability or the investment quality of the

14 business.

15 A. Yes, I --

16 Q. Am I understanding you correctly?

17 A. Yes. I -- I did take steps.

18 Q. What did you do?

19 A. We got a legal opinion.

20 Q. Other -- you. Who did you retain?

21 A. With the company. The company got a

22 legal opinion.

23 Q. From?

24 A. And I spoke with the attorney, and he

25 gave a whole written legal opinion. I can provide

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1 it to you.

2 Q. Okay.

3 A. -- that said all this is legal, all

4 the stuff they were doing.

5 Q. That's -- that's not my question.

6 A. That's what I relied on.

7 Q. Okay. So is that exclusively what you

8 relied on --

9 A. Yes.

10 Q. -- was this legal opinion?

11 A. Yes.

12 Q. And that's the opinion you relied on.

13 You relied on a legal opinion to tell you about the

14 risk factors and profitability of the Profile

15 Solutions business.

16 Am I understanding you correctly?

17 A. No. It wasn't my job.

18 MR. PERRY: Objection to form. Let me

19 -- let me get my objection --

20 THE REPORTER: One second.

21 BY MR. BERLIN:

22 Q. What do you mean it wasn't your job?

23 MR. PERRY: -- before you talk over

24 each other.

25 Objection, again, as to form.

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1 MS. BERLIN: To which question?

2 MR. PERRY: I don't know what question

3 you're asking, quite frankly. You're --

4 you're -- all you're doing is a whole

5 narrative. Every time you want to rephrase

6 the question, you don't rephrase the

7 question.

8 MS. BERLIN: I'm -- I'm not responding

9 to narrative objections if that's what that

10 was.

11 (Simultaneous conversation.)

12 MR. PERRY: Okay. And I'm -- my

13 intention is not to make a narrative

14 objection.

15 MS. BERLIN: And the record will

16 reflect...

17 BY MS. BERLIN:

18 Q. Mr. Tucker, if you don't understand a

19 question at any time, tell me, and I'll rephrase

20 it. Do you understand that was my first

21 instruction to you? Do understand it?

22 A. Yes, I do.

23 Q. Do you still understand it?

24 A. Yes, I do.

25 Q. Okay. So you've te- -- I've asked you

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1 about the risk factors and profitability of the

2 business.

3 Do you understand that?

4 A. Yes.

5 Q. Okay. And your testimony was that you

6 relied on an attorney and his legal opinion for

7 those things; is that correct?

8 A. Yes.

9 Q. Anything else that you relied on?

10 A. And Dan Oran.

11 Q. Okay. So a few minutes ago, you

12 testified you exclusively relied on a lawyer. Now

13 you also relied on Dan Oran.

14 A. I just worked there. I -- I don't --

15 I don't know. I don't know.

16 Q. Can you answer the question?

17 A. I don't know the answer.

18 Q. You don't know the answer?

19 A. I don't know the answer.

20 Q. Okay.

21 A. I worked there. You know, I do work.

22 I -- I -- I did what I was asked to do. I don't --

23 I don't know.

24 Q. Okay.

25 A. I don't know cannabis. I'm not an

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1 expert. I don't know the rules and the regulations

2 or --

3 MR. PERRY: Wait until there's a

4 question.

5 THE WITNESS: I don't know.

6 BY MS. BERLIN:

7 Q. Did you ever take any time to educate

8 yourself about the rules and regulations of the

9 cannabis industry when you were working for them?

10 A. No.

11 Q. Okay. And but did you understand --

12 let me ask you fundamental questions of business.

13 A. Okay.

14 Q. Because you've been in -- a consultant

15 for how many years now?

16 A. Many.

17 Q. How many? Decades, correct?

18 A. Many.

19 Q. A consultant for what, hundreds of

20 companies, I'm going to guess?

21 A. No, but a lot. Many.

22 Q. Dozens?

23 A. Dozens.

24 Q. Okay. So do you -- do you agree with

25 me that the profitability of a company is dependent

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1 on its ability to do business?

2 A. Yes, I do.

3 Q. Okay. And so if -- if a company is

4 restricted or prohibited from doing business, then

5 they're not going to be able to generate profits.

6 Agree with me on that fundamental --

7 (Simultaneous conversation.)

8 A. You're asking if -- that wasn't my

9 role with the company. That wasn't my role.

10 BY MS. BERLIN:

11 Q. I'm not asking --

12 A. I -- I didn't -- that wasn't my role.

13 Wasn't my role. I don't know.

14 Q. Sir, I'm asking about your role of the

15 company. I'm asking you, as Leonard Tucker sitting

16 here today, do you agree with me that there's a

17 fundamental principal, that if a business -- any

18 business is restricted from operating, selling,

19 engaging in business, that they cannot then gen- --

20 then they cannot generate profits.

21 Do you agree?

22 A. Yes, I agree. I agree.

23 Q. Okay. Were going to take a quick

24 break. Its 12 o'clock.

25 MS. BERLIN: Lets go off the record.

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1 THE VIDEOGRAPHER: We're off the

2 record. The time the 12:02 p.m.

3 (A brief recess was taken from

4 12:11 p.m.)

5 THE VIDEOGRAPHER: We're on the

6 record. The time is 12:15 p.m.

7 BY MS. BERLIN:

8 Q. Thanks. Was Profile Solutions'

9 business profitability dependent on its ability to

10 distribute or cultivate or sell marijuana or

11 cannabis?

12 A. No.

13 Q. Okay. What was it dependent on? What

14 was the profitability dependent on?

15 A. The sales and profitability of Profile

16 or with their subsidiary Elite, which was CBD

17 products.

18 Q. I'm sorry. Is there a difference

19 between CBD products and marijuana or cannabis?

20 A. To the best of my knowledge, CBD is --

21 has medical benefits to it. It doesn't get you

22 high. Marijuana gets you high, from my

23 understanding.

24 Q. Okay. Is CBD a derivative of

25 marijuana or cannabis?

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1 A. Yes. CBD's a derivative of cannabis.

2 Q. Okay. So CBD comes from cannabis?

3 A. Yes.

4 Q. Okay. So can you explain to me then,

5 a -- like is there a connection, let's say -- let

6 me ask it a different way: Was the profitability

7 of Profile Solutions dependent on the ability to

8 like distribute or cultivate cannabis products,

9 whether those be CBD or some other like form of

10 cannabis?

11 MR. PERRY: Objection to form.

12 BY MS. BERLIN:

13 Q. Do you understand the question?

14 A. They didn't cultivate any products.

15 They distributed gummies with CBD in it.

16 Q. Okay.

17 A. And lollipops and certain products

18 like that to --

19 (Simultaneous conversation.)

20 BY MS. BERLIN:

21 Q. So they distributed CBD products?

22 A. CBD products, correct.

23 Q. Okay. But if you can't cultivate, if

24 -- if people can't cultivate cannabis, how were

25 those gummy products made?

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1 A. From my understand, CBD was legal.

2 Marijuana was not always legal. There's different

3 --

4 Q. Okay.

5 A. -- strains of the THC.

6 Q. That's not my question.

7 A. Okay.

8 Q. So let me see if I can analogize it

9 for you. Let's say that you work at a pizza place,

10 you have a pizza restaurant, okay, and you sell

11 pizza.

12 A. Right.

13 Q. Are you with me so far? And one of

14 the critical elements of a pizza would be the wheat

15 that makes the breast crust.

16 Do you understand so far?

17 A. Yes.

18 Q. Okay. If you cannot cultivate wheat,

19 you cannot make pizza.

20 Do you understand?

21 A. Yes.

22 Q. Okay. So would you agree we that

23 pizza restaurant is not going to be profitable if

24 -- if the -- if the production of wheat cannot be

25 done?

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1 A. Correct.

2 Q. Do you agree?

3 A. Yes.

4 Q. So let's then take that to this

5 cannabis world that you were in. Am I correct in

6 understanding Profile Solutions distributes, not

7 pizzas, but CBD?

8 A. I disagree with what -- your

9 statement.

10 Q. Oh.

11 A. I was not in any world.

12 Q. Okay. So let me ask it a different

13 way. If -- you under- -- if Profile Solutions was

14 in the business of distributing CBD, do you agree,

15 yes or no?

16 A. That Profile was in the business of

17 distributing CBD? Yes, they were.

18 Q. You've testified that was their sole

19 profitability?

20 A. Yes. Yes.

21 Q. Okay. And cannabis is an essential

22 element for making CBD?

23 A. I think it's a the other way around.

24 I'm not sure. I'm not sure how that works.

25 Q. Okay.

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1 A. I know CBD -- CBD is part of the

2 plant. I don't know which part. I don't know -- I

3 don't know.

4 Q. Okay. So can the CBD that's

5 distributed by Profile Solutions, can it exist

6 without the existence of cannabis?

7 A. I don't -- I don't -- I don't know the

8 definition of CBD compared to cannabis. I -- my

9 understanding is cannabis is the THC that gets you

10 high.

11 Q. Okay.

12 A. And they weren't doing that.

13 Q. But CBD is some form or strain of

14 marijuana or cannabis. Can we agree on that?

15 A. It's a strain of the plant.

16 Q. Okay. Of marijuana or cannabis?

17 A. I -- I'm not sure. I don't know how

18 that works.

19 Q. You don't know?

20 A. I -- I don't know. I don't know.

21 Q. Okay. So you don't know what the

22 ingredients of CBD -- you don't know if CBD is

23 derived from marijuana or cannabis?

24 A. No.

25 Q. Okay. It could be derived from chalk.

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1 You have no clue --

2 A. I don't know.

3 Q. -- is that correct?

4 A. I don't -- I don't smoke. I don't --

5 you know, I don't take the products.

6 (Simultaneous conversation.)

7 BY MS. BERLIN:

8 Q. Okay. But you worked -- you worked

9 and you owned, what, 14 percent of the shares of a

10 company that was in the --

11 A. I had no -- I had --

12 Q. I'm finish -- I'm -- I'm talking.

13 A. Okay.

14 Q. -- that was in the business of

15 distributing CBD.

16 Do you agree with me?

17 A. That was their business.

18 Q. And you're testifying today that you

19 don't know what CBD is made of?

20 A. No.

21 Q. It could be made of chalk for all of

22 you know?

23 A. I don't know. I don't know.

24 Q. It could be made from broccoli?

25 A. I don't know.

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1 Q. You don't know? Okay. Okay. All

2 right. But you did draft registration agreements

3 and press releases for Profile Solutions, correct?

4 MR. PERRY: Objection to form.

5 THE WITNESS: No, I did -- no, I did

6 not.

7 BY MS. BERLIN:

8 Q. You didn't?

9 A. No. No.

10 Q. Oh. Okay. And you remember

11 testifying in this case under oath during the

12 investigation, correct?

13 A. I was involved with a preparation of

14 press ^ check. I didn't draft it. It was not my

15 information.

16 Q. Okay. So when you say you were

17 involved -- and -- and I think you're mincing

18 words, so lets be clear.

19 A. Okay. Okay.

20 Q. I'm not asking who provided you the

21 information, and I'm not -- I'm not asking about

22 the things that you just said. I'm asking about

23 drafting. So when a press release or the

24 registration statements were created, you

25 participated in the drafting of them --

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1 MR. PERRY: Objection to form.

2 BY MS. BERLIN:

3 Q. -- whether someone else gave you the

4 information or you came up with it yourself, that's

5 not the question. You participated in drafting

6 them, agreed?

7 MR. PERRY: Objection. Form.

8 THE WITNESS: Yes, I did.

9 BY MS. BERLIN:

10 Q. Okay. Thank you.

11 A. Okay.

12 Q. And the ticker symbol was -- for

13 Profile Solutions, was P- -- PSIQ?

14 A. Yes.

15 Q. So did you ever review; for example, I

16 have Exhibit 2 in front of you, and I just showed

17 you on Page 7 how there's a risk factor section.

18 Do you recall that?

19 A. Yes.

20 Q. Did you ever educate yourself or

21 become aware of any of the risk factors associated

22 with Profile Solutions' business?

23 A. No.

24 Q. You never did?

25 A. No.

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1 Q. Okay. Why not? Why didn't you take

2 the time to --

3 A. Not --

4 Q. -- learn about the business?

5 A. It wasn't my job. It wasn't my job.

6 Q. Okay. Okay. But you did participate

7 in drafting the registration statements and press

8 releases, correct?

9 MR. PERRY: Objection to form.

10 BY MS. BERLIN:

11 Q. You testified to that already?

12 MR. PERRY: Objection. Form.

13 THE WITNESS: I did not -- I never

14 said I participated in the drafting of the

15 registration statement. I did not

16 participate in the drafting. I've provided

17 information to the attorney,

18 Jackson Morris. I never drafted anything.

19 BY MS. BERLIN:

20 Q. So now your -- your testimony is that

21 you didn't draft?

22 A. I didn't draft anything in the

23 registration statement, no.

24 Q. Okay. You didn't participate in the

25 preparation or drafting of the regis- -- of any

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1 registration statement of Profile Solutions?

2 Is that your sworn testimony today?

3 MR. PERRY: Objection as to form.

4 THE WITNESS: My sworn state- -- I

5 participated in the process. I did not

6 draft it. The attorney drafted it. I

7 didn't draft anything.

8 BY MS. BERLIN:

9 Q. So again, we just went through this.

10 A. Uh-huh.

11 Q. And I expressed that I thought you

12 were mincing words, and I explained to you what I

13 mean by "drafting." And you agreed with me, and

14 you testified that you did...

15 A. Please explain "drafting."

16 Q. Okay. We just went through that a few

17 minutes ago. The record will reflect --

18 A. Okay. Well, I'm not understanding --

19 (Simultaneous conversation.)

20 BY MS. BERLIN:

21 Q. -- our discussion of that, and you

22 don't remember it.

23 A. I'm not understanding what you mean by

24 "drafting." I know what I mean by drafting, but I

25 think it's different what you mean by "drafting."

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1 So I'm asking you which is the right --

2 (Simultaneous conversation.)

3 BY MS. BERLIN:

4 Q. What do you mean by "drafting,"

5 Mr. Tucker?

6 A. I didn't draft anything. "Drafting"

7 is -- is writing. I didn't write anything in that

8 registration statement. I reviewed the

9 registration statement to a certain extent. I

10 provided information that was asked of me of

11 Jackson Morris. I've provided copies of employment

12 agreements, consulting agreements, lease

13 agreements, financial statements. You know, that's

14 how I participate in the process. I didn't draft

15 -- I didn't write anything in the registration

16 statements. It's not my writing.

17 Q. You edited it, correct, the

18 registration statements?

19 A. I gave -- I provided comments where I

20 felt the comments were necessary or applicable.

21 Q. And you recall you testified about

22 this during the investigation and --

23 A. Yes. Absolutely. Absolutely.

24 Q. Okay. So anything -- has -- has

25 anything changed since February 3rd, 2021, and

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1 today?

2 MR. PERRY: Objection to form.

3 THE WITNESS: I -- I don't know what

4 you mean "has anything changed."

5 BY MS. BERLIN:

6 Q. Has anything changed in your life?

7 A. I'm trying to clarify my role.

8 Q. Have you suffered any sort of -- okay.

9 I'm asking --

10 A. Okay.

11 Q. -- has anything happened since

12 February 3rd, 2021, when you testified, meaning has

13 anything impacted your memory?

14 A. Not that I'm aware of.

15 Q. Are you on any medication today?

16 A. A lot, yes for the --

17 (Simultaneous conversation.)

18 BY MS. BERLIN:

19 Q. Anything that would impact your

20 memory?

21 A. I don't believe so.

22 MS. BERLIN: We're going off the

23 record for a quick break.

24 THE VIDEOGRAPHER: We're going off the

25 record. The time is 12:24 p.m.

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1 (Thereupon, a short recess was taken.)

2 THE VIDEOGRAPHER: We're on the

3 record. The time is 12:32 p.m.

4 MS. BERLIN: Thank you.

5 BY MS. BERLIN:

6 Q. Just to make sure that you understand

7 what I'm asking you, when I ask if you participated

8 in drafting the registration statement, you

9 provided comments and edits to the registration

10 statement, correct?

11 A. Yes, I did.

12 Q. Okay. And you would sent texts,

13 comments, edits, and suggestions to the attorney

14 who actually was preparing the document?

15 A. Yes, I did.

16 Q. And the attorney doesn't work, like

17 he's the attorney for Profile Solutions, but he's

18 relying on Profile Solutions to provide any

19 information about the company, correct?

20 A. So am I.

21 Q. Okay. That's not my question.

22 A. Okay.

23 Q. Listen to the question. The attorney

24 isn't internal at Profile Solutions, he's an

25 attorney who's hired, an external attorney hired by

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1 Profile Solutions.

2 Agreed?

3 A. Yes.

4 Q. Accordingly, the attorney is relying

5 on Profile Solutions to give it the information

6 about the business, agreed?

7 A. Agreed.

8 Q. You testified that you relied on the

9 attorney for information about the business and the

10 risk factors. Which attorney, specifically?

11 MR. PERRY: Objection to form.

12 THE WITNESS: The risk factors of the

13 S-1 that was repaired by Jackson Morris.

14 BY MS. BERLIN:

15 Q. Okay. But you said you didn't read

16 those.

17 A. I didn't say I didn't read the risk

18 factors. I never read them?

19 Q. I'm asking your testimony earlier

20 today.

21 A. I said I didn't prepare the -- I said

22 I didn't prepare the risk factors. I didn't say I

23 didn't read them.

24 Q. Okay. So let me just ask you again

25 directly, did you read the risk factors in this S-1

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1 Exhibit 2 that I showed you earlier?

2 A. To the best of my memory, yes. To the

3 best of my memory, yes.

4 Q. Oh, so you did?

5 A. I never said I didn't.

6 Q. Okay. And did you review them during

7 the -- like when the subscription agreement

8 Exhibit 2 was prepared back in 2019?

9 A. I -- I -- the su- -- I don't -- I

10 don't recall the time of the subscription agreement

11 versus the S-1 registration.

12 Q. I'm sorry. For the S-1. Thank you.

13 For the S-1 registration --

14 A. Correct.

15 Q. -- statements, and there were

16 multiple. There were at least two, correct?

17 A. There was one filed with a commission,

18 and then an amendment, so -- okay.

19 Q. Okay. And you reviewed each of those

20 as they were be- -- at the time they were being

21 prepared, yes?

22 A. Yes.

23 Q. So you were aware of the risk factors

24 that are stated in the Profile Solutions'

25 registration statements as of at least the time

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1 that those registration statements are being

2 prepared and generated?

3 A. Yes.

4 Q. And that date could be determined by

5 just looking at the last page of the registration

6 statement, agreed?

7 A. Yes.

8 Q. Okay. Now, do you remember in your

9 first testimony before the SEC, you were asked

10 about the press releases that you drafted in

11 connection with other countries such as Israel and

12 Mexico where Profile Solutions was doing business?

13 MR. PERRY: Objection to form.

14 THE WITNESS: I remember there were

15 press releases. I don't know what you

16 meant doing business in Israel and whatever

17 you just said.

18 BY MS. BERLIN:

19 Q. Okay. You addressed press releases

20 relating to Profile Solutions' business activities

21 in other countries like Israel, specifically.

22 A. I was provided information, and I put

23 in -- from Danny, and I put it into a press release

24 form.

25 Q. Okay. So the answer is yes?

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1 A. Yes.

2 Q. And in those press releases, they

3 would include concerning Israel a section about

4 that would have sort of like the legality of the

5 product in Israel.

6 Do you recall that?

7 A. No.

8 Q. You're --

9 A. Not denying it. I -- I would have to

10 see the press release. I don't remember the press

11 -- if there was a press release.

12 Q. Do you remember any of your press

13 releases that you drafted for Profile Solutions or

14 participated in drafting, any of them having a

15 section about the legality of cannabis or CBD or --

16 or marijuana in that particular country, including

17 Israel?

18 MR. PERRY: Objection as to form.

19 THE WITNESS: I'd like to see the

20 press release. I don't recall.

21 BY MS. BERLIN:

22 Q. You don't remember?

23 A. I don't recall. I don't recall the

24 wording of the press release. I'm not denying it.

25 I'd like to see it.

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1 Q. I'm not asking about the specific

2 wording, I'm asking if you recall generally that

3 these press releases you would draft for other

4 countries would include a section about the

5 legality of the marijuana, CBD, cannabis in that

6 country?

7 A. I don't remember.

8 MR. PERRY: Objection to form.

9 BY MS. BERLIN:

10 Q. You don't remember?

11 A. No. No.

12 Q. Okay. If the press release has

13 included a section about the legality of the

14 cannabis, CBD, or marijuana, is there any other

15 word that I should be aware of that was utilized

16 other than those three things?

17 A. No. When -- when we would have an

18 about section, and we have about that country,

19 whatever I could find on the internet, and I would

20 create an about section.

21 Q. So you would find the information on

22 the internet?

23 A. Yes.

24 Q. Where would you go on the internet to

25 look it up?

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1 A. Google. Google search.

2 Q. So you'd just do a Google search about

3 Israel, for example, and then find out about the

4 legality of the product in Israel; is that correct?

5 A. I would do a Google search and put in

6 the keywords. I don't remember the exact keywords

7 I put it in for this press release. But that's

8 what I would do, a Google search.

9 (Thereupon, Plaintiff's Exhibit 7

10 was marked for identification.)

11 BY MS. BERLIN:

12 Q. Okay. I'm going to show you just

13 Exhibit 7, which I've premarked.

14 A. Okay.

15 Q. Would you pass this to the court

16 reporter, please. Thank you. I just want to show

17 you -- this is just an -- an example of one of the

18 Profile Solutions' press releases about Israel.

19 You testified a moment ago you don't remember the

20 specific wording of them, and so I'm showing you

21 one.

22 Do you see that Exhibit 7 has a

23 heading, "PSIQ Closes Deal to Acquire License to

24 Prepare Land to Grow, Cultivate, Distribute, and

25 Export Israel Medical Cannabis."

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1 Do you see that?

2 A. Yes, I do.

3 Q. Okay. And so -- and PSIQ is Profile

4 Solutions, correct?

5 A. Correct.

6 Q. And I'm just confused. You were

7 testifying earlier that Profile Solutions, if I

8 understood correctly, didn't do things with

9 cannabis. It was a CBD company, and that's

10 different from cannabis.

11 Did I understand you correctly?

12 A. Correct. PSIQ is operations Elite --

13 CBD, correct. Yes.

14 Q. Okay. But this -- this had more --

15 and you agree with me it says what it says, it's

16 about cannabis, right?

17 A. Yes. Yes.

18 Q. So there was some business that

19 Profile Solutions did with cannabis. Am I

20 understanding correctly?

21 A. I think this was afterwards. I think

22 at that time, they -- this is the -- a subsequent

23 type of thing. I don't think they had it back when

24 you asked me the question. Originally this was not

25 their bus- -- their core business. It was just CBD

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1 products. Eventually they got into these things

2 with licenses.

3 Q. Okay. I'm going to ask my initial

4 question --

5 A. Okay.

6 Q. -- from an hour ago again --

7 A. Okay.

8 Q. -- because I didn't put a time period

9 on it.

10 A. Okay.

11 Q. Profile Solutions, I'm just trying to

12 find out, what were they in the business of doing.

13 A. Okay. Okay.

14 Q. I'll say yes or no.

15 A. Okay.

16 Q. Were they in the business of dealing

17 with cannabis, yes or no?

18 A. Yes.

19 Q. CBD?

20 A. Yes.

21 Q. Marijuana? I don't know if that's

22 different or not.

23 A. Yes. I think that one is cannabis.

24 Q. Okay. So marijuana and cannabis --

25 A. I think.

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1 Q. -- is a synonym?

2 A. I think. I believe so, yes.

3 Q. Okay. I have no idea --

4 (Simultaneous conversation.)

5 A. I don't know. That's why -- that's

6 why my answer --

7 (Simultaneous conversation.)

8 BY MS. BERLIN:

9 Q. Okay. Anything else other than

10 cannabis/marijuana and CBD?

11 A. No. No.

12 Q. It was just those things?

13 A. Yes.

14 Q. Okay. So, again, you agree with me

15 that whether or not cannabis/marijuana or CBD can

16 be grown, cultivated, distributed. Whether or not

17 those things are legal is relevant and import into

18 Profile Solutions' business?

19 A. Yes. Yes.

20 Q. Okay. So let's look --

21 A. Okay.

22 Q. -- on Page 2 of Exhibit 7. And again,

23 this is a press release that you participated in

24 drafting, correct?

25 A. Yes.

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1 Q. And do you see that on Page 2, there's

2 a heading, and it is "Israel's Position on Medical

3 Cannabis."

4 Do you see that?

5 A. Yes.

6 Q. And there's a discussion here. Would

7 you read it aloud, please.

8 A. "The Israeli cabinet approved the 16th

9 Amendment of the Dangerous Drugs Ordinance on

10 January 27th, 2019, that concerns the governance

11 and regulatory aspects of exporting medical

12 cannabis from Israel. Its final approval enables

13 farmers to export medical cannabis, a move expected

14 to generate significant revenue for the state, the

15 law conditions, growing cannabis on a" healthy --

16 on a "health ministry license with police providing

17 approval and monitoring growers and investors."

18 Q. Okay. And so am I understand from

19 your prior testimony -- am I understanding

20 correctly that this paragraph that you just read is

21 something that you would have pulled off of Google?

22 A. Yes.

23 Q. Okay. And in addition to the press

24 releases about Israel, where you provide the legal

25 position in Israel of the cannabis, the same is

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1 true for other countries like Mexico press

2 releases, correct?

3 MR. PERRY: Objection to form.

4 MS. BERLIN: Thank you.

5 THE WITNESS: I don't recall. I'd

6 like to see that press release.

7 BY MS. BERLIN:

8 Q. Okay. So you don't remember without

9 seeing it?

10 A. Yes.

11 Q. Okay. But you agree with me the press

12 releases are what they are?

13 A. Correct.

14 Q. Okay.

15 A. Correct.

16 Q. So why did you include that section in

17 the press release that you just read?

18 A. No reason, other than I felt it was

19 relevant.

20 Q. Okay. And is it relevant because the

21 legality of the product in Israel would impact the

22 profitability of Profile Solutions if its -- the

23 press release is about Profile Solutions' business

24 in Israel with respect to cannabis?

25 A. I don't think the press release had

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1 anything to do with profitability. They got a

2 licence. That was it. And I don't know anything

3 about the profit. I don't know if they have

4 projections. I wasn't involved with that part of

5 it.

6 Q. Let me ask a -- a different way. The

7 press releases --

8 A. Yes.

9 Q. -- are done in part because they get

10 distributed and circulated to people who might be

11 interested in investing in the shares of Profile

12 Solutions or investing in Profile Solutions

13 directly, correct?

14 MR. PERRY: Objection to form.

15 THE WITNESS: Not necessarily.

16 BY MS. BERLIN:

17 Q. That's one of the -- the bases --

18 A. Yes.

19 Q. -- is that these press releases are

20 utilized because then potential investors can read

21 it and learn about PSIQ?

22 A. Correct. That's correct, yes.

23 Q. And in fact, these press releases are

24 published on Yahoo Finance, and on different like

25 finance social media platforms?

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1 A. Correct.

2 Q. Okay. And as well as distributed

3 through social media like Twitter, correct?

4 A. Correct.

5 Q. Okay. And so in fact, if you look at

6 this on Page 3, there's even a safe harbor

7 statement that you provide in your press release

8 that provides information about PSIQ.

9 Do you see that heading?

10 A. Yes, I do.

11 Q. Okay. So why did you think the

12 information that you just read about Israel's

13 position on medical cannabis and the legality of

14 it, why -- why was that important to include in

15 this press release that we see in Exhibit 7?

16 A. It was information that we found on

17 the internet, so I included it in the press

18 release. No other reason.

19 Q. Give me a break. There's other

20 information you would have found on the internet

21 about Israel. You -- this press release is brief.

22 You didn't include every single fact you learned

23 about Israel in this press release. This press

24 release is specific, and it has headings.

25 Do you agree with me?

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1 MR. PERRY: Objection to form.

2 THE WITNESS: I agree with you.

3 BY MS. BERLIN:

4 Q. Okay. So let me put it back in front

5 of you. Let's look at this together, Mr. Tucker.

6 This press release, Turn to Page 2. We have one

7 heading about Gidon Blum.

8 Do you see that?

9 A. Yes, I do.

10 Q. You have one heading, "About

11 Gidon Blum."

12 Do you see that?

13 A. Yes, I do.

14 Q. You have a heading, "Israel's Position

15 on Medical Cannabis."

16 Do you see that?

17 A. Yes, I do.

18 Q. A third heading, "About Profile

19 Solutions. "

20 See it?

21 A. Yes.

22 Q. And a fourth, "A Safe Harbor

23 Statement." Do you see that? It's on the next

24 page.

25 A. Yes, I do.

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1 Q. Okay. So this is not an encyclopedia

2 about cannabis in Israel. This is a short press

3 release with the headings that I just identified,

4 correct?

5 A. Yes. Yes, you did.

6 Q. And one of these three headings is

7 about Israel's position on medical cannabis,

8 correct?

9 A. Yes.

10 Q. You learned about things on the

11 internet about Israel and cannabis, other than just

12 their position, didn't you?

13 A. Not really. This is -- this is what I

14 found on the internet. That's what I thought was

15 relevant, so that's what I included in the press

16 release.

17 Q. Okay. And you gave it its own

18 heading?

19 A. Okay.

20 Q. Yes? No?

21 A. Yes. Yeah, abs- -- yes. Okay.

22 Q. And so, again, why is this relevant?

23 Why is it important to include in a press release

24 information about the legality of cannabis in

25 Israel? Why is that relevant?

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1 A. I -- I thought it was relevant at the

2 time. I don't know what my reason was. I thought

3 it was relevant, so I included it in the press

4 release. I thought it was relevant.

5 Q. This -- this is a rel- -- this press

6 release is about Profile Solutions closing a deal

7 to acquire a license for distributing cannabis in

8 Israel, correct?

9 A. Correct.

10 Q. And so would you agree with me that

11 the legality of cannabis in Israel is relevant to

12 Profile Solutions' business?

13 A. Yes, I do.

14 Q. So unless Profile Solutions is going

15 to go into Israel and break the law, it has to be

16 legal for them to go into Israel and distribute

17 cannabis.

18 Agreed?

19 A. Agreed.

20 Q. And so if it's not legal, then Profile

21 Solutions would not be distributing cannabis in

22 Israel.

23 Fair to say?

24 A. Fair to say.

25 Q. And if they are not distributing

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1 cannabis in Israel, then this deal in your

2 Exhibit 7 press release, this deal would not be

3 profitable for Profile Solutions.

4 Agreed?

5 MR. PERRY: Objection to form.

6 THE WITNESS: Agreed.

7 BY MS. BERLIN:

8 Q. And their -- that is information an

9 investor would want to know, correct?

10 A. Correct.

11 Q. Okay. So is that part of why this is

12 included in the press release?

13 A. I -- I -- I feel -- felt it was

14 important. I felt it was relevant, and I included

15 it.

16 Q. Okay. In fact, the risk factors that

17 are identified in the registration include that the

18 legality or illegality of cannabis or CBD or -- or

19 marijuana could cause an investor to lose their

20 entire investment, correct?

21 A. I would assume more.

22 Q. Because that just makes sense.

23 A. Right.

24 Q. That's the business, right?

25 A. Right. Right.

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1 Q. So if suddenly the business becomes

2 illegal, then the company's not going to be

3 profitable unless the company goes the criminal

4 route?

5 Agreed?

6 A. Well, I would assume they wouldn't go

7 the criminal route, but I -- I agree with the --

8 your logic -- with your logic.

9 Q. Okay. And so that's information that

10 a potential investor or investor who's holding the

11 share would want to know?

12 A. Absolutely. And we disclosed that.

13 Q. Okay. I'm not asking about

14 disclosures. And we're not going to get into that.

15 Do you -- answer the --

16 A. Yes.

17 Q. -- question I ask, please.

18 A. Yes.

19 Q. Do you agree with me?

20 A. Yes.

21 Q. Thank you. Ultimately the SEC

22 suspended the trading of Profile Solutions' stock.

23 Do you agree?

24 A. Yes.

25 Q. And why did that happen? Do you

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1 recall?

2 A. For some -- I don't know the exact

3 reason. I think they said there were

4 inaccuracies --

5 (Thereupon, Plaintiff's Exhibit 3

6 was marked for identification.)

7 BY MS. BERLIN:

8 Q. I'm going to share with you what I've

9 premarked as Exhibit 3. Would you pass this to the

10 court reporter, please. Thank you so much.

11 Here you are, Mr. Perry.

12 Do you see this is entitled -- Exhibit

13 3 is entitled, "Order of Suspension Of Trading."

14 Do you see that?

15 A. Yes, I do.

16 Q. Okay. Do you want to take a second to

17 read it to refresh your recollection?

18 A. Okay.

19 Q. Does this refresh your memory about

20 why the trading was suspended in Profile Solutions?

21 A. Yes, I do.

22 Q. Okay. And do you own like more than

23 -- like 14.6 roughly percent of the shares at

24 Profile Solutions, correct?

25 A. Yes, I did. And I still do.

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1 Q. And you still do 'til this day?

2 A. Yes.

3 Q. You haven't sold any?

4 A. No.

5 Q. And so does reviewing Exhibit 3

6 refresh your recollection about why the SEC

7 suspended trading at Profile Solutions?

8 A. Yes, I do.

9 Q. Okay. And do you see in Exhibit 3

10 this is the SEC's order of suspension of trading

11 that the SEC is stating that if you look in the

12 very first paragraph, that there are questions that

13 have arisen the accuracy of assertions by Profile

14 Solutions regarding -- and I'm paraphrasing here,

15 there -- it says regarding, among other things, the

16 possible role of undisclosed control persons in the

17 company.

18 Do you see that?

19 A. Yes, I do.

20 Q. And that's referring to you?

21 A. I would assume so.

22 Q. Okay. And also there's a reference to

23 agreements and distribution contracts and

24 misrepresentations concerning that.

25 Do you see that?

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1 A. I -- are you asking me to read this or

2 do I agree with this? I don't understand. I'm --

3 I'm sorry. I don't understand your question.

4 Q. My question is look at the page,

5 Paragraph 1.

6 A. Right.

7 Q. The current question that was pending

8 is, do you see where this order of suspension of

9 trading is stating that trading is suspended in

10 part because if -- inadequacy of representations

11 and assertions regarding agreements and

12 distribution contracts?

13 A. It's saying questions that have

14 arisen, it doesn't saying that these things were

15 done wrong. It says questions have arisen. I'm

16 reading --

17 Q. Why don't you read the first paragraph

18 into the record.

19 A. I am. I'm reading it.

20 Q. Maybe that will help.

21 A. Okay. It -- "It appears to the

22 Securities and Exchange Commission that there is a

23 lack of current and accurate information concerning

24 the securities of Profile Solutions because of

25 questions that have arisen regarding the adequacy

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1 and accuracy of the assertions by Profile

2 Solutions, a Delaware corporation with its

3 principal place of business in Sunrise, Florida, in

4 its registration statement as amended filed on Form

5 S-1, dated March 5th, 2019."

6 Excuse me.

7 "And in multiple press releases

8 concerning, among other things, its revenues and

9 agreements and distribution contracts and the

10 possible role of undisclosed control persons in the

11 company. Profile Solutions, Inc., common stock is

12 quoted on OTC Link previously (Pink Sheets)

13 operated by OTC Markets Group under the ticker

14 symbol PSIQ."

15 Q. Thank you. Now, in what you just

16 read --

17 A. Yes.

18 Q. -- do you -- and you can look at the

19 page, do you see the reference to the agreements

20 and distribution contracts?

21 A. Yes, I do.

22 Q. Okay. And is -- do you -- was it your

23 understanding that that included the press releases

24 and statements about agreements and distribution

25 contracts with the country of Eswatini?

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1 A. It doesn't specify which ones. It

2 just says agreements and distribution contracts.

3 Q. Okay. But I'm going to take this away

4 an turn it over because I'm asking for you, your

5 understanding, Mr. Tucker.

6 A. Right.

7 Q. Your understanding when this trading

8 suspension happened. Did you understand that that

9 reference could be to the -- with the

10 representation about contracts or doing business or

11 licenses in Eswatini?

12 A. Yes.

13 Q. Okay. And why did you have that

14 understanding?

15 A. Because it's not specific. I assumed

16 it's any -- it could be any or -- anything that

17 PSIQ was doing. I didn't know that it was

18 specific. I don't know that it was specific to

19 Eswatini.

20 Q. Oh, okay. So now you don't know that

21 it was in Eswatini?

22 A. No, I'm not saying --

23 MR. PERRY: Objection to form.

24 THE WITNESS: That's not what I said.

25 I didn't say specific to Eswatini.

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1 BY MS. BERLIN:

2 Q. Okay.

3 A. I don't know if it's Eswatini or any

4 of the other -- it said contracts, the financials.

5 I don't know if they had problem with the financial

6 statements, any of the other contracts, any of the

7 other agreements. I don't know which specific ones

8 it was.

9 BY MS. BERLIN:

10 Q. Okay. So at the time of the trading

11 suspension --

12 A. Right.

13 Q. -- you did not know that it was ref14 -- the -- you did not know whether or not

15 Exhibit 3, the order of trading suspension, could

16 have anything to do with these Eswatini

17 representations by Profile Solutions; is that

18 correct?

19 A. That's not what I said.

20 Q. I -- I said, "Is that correct?" So

21 the answer is no?

22 A. Please ask the question again. I'm

23 not understanding what you're saying.

24 Q. All --

25 A. I believe it included not -- I believe

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1 it included Eswatini if that's what you're asking

2 me.

3 Q. Okay.

4 A. I believe it included.

5 Q. Okay. And so at a certain point in

6 time, did you ever communicate with any investor of

7 Profile Solutions about the trading suspension?

8 A. I -- I don't recall, but probably.

9 Probably.

10 Q. Okay. And what would --

11 A. We got -- we -- we had phone calls.

12 Q. But you don't recall any of those

13 conversations, specifically; is that correct?

14 A. No.

15 Q. Okay. What do you recall about

16 what -- what did you tell -- let me ask another

17 way: What did you tell investors, whether it was

18 by phone or e-mail or any other means of

19 communication, what did you tell -- so that could

20 be in person as well. What did you tell investors

21 about the trading suspension, if anything?

22 MR. PERRY: Objection to form.

23 BY MS. BERLIN:

24 Q. Do you understand the question?

25 A. I'm trying to recall -- I'm trying to

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1 recall what happened at that time. I remember

2 Profile came out with a press release, its own

3 press release. And I don't know if I spoke to any

4 investors directly. I would assume I did. I don't

5 recall if I spoke to any investors directly.

6 Q. Okay. And what about did you ever

7 communicate to any investors of Profile Solutions

8 that the trading suspension was ending or had

9 ended?

10 A. No. No. I would never say it ended.

11 Q. Did the trading suspension come to a

12 halt?

13 A. No, it didn't.

14 Q. So it remains in effect?

15 A. Yes.

16 Q. And in any of your communications with

17 investors -- with -- you already answered with

18 investors, but what about potential investors who

19 might be interested in investing in Profile

20 Solutions? Did you ever tell any person who -- any

21 potential investor that the trading suspension had

22 ended?

23 A. No.

24 Q. Okay. What about anyone else, like

25 whether they're an investor or otherwise, did you

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1 ever tell anyone --

2 A. No.

3 Q. -- that the trading suspension had

4 ended?

5 MR. PERRY: Objection to form.

6 THE WITNESS: No.

7 BY MS. BERLIN:

8 Q. Because if you did, that would have

9 been a lie, correct?

10 A. Correct. Correct.

11 Q. And -- and it would have been an

12 important lie?

13 A. Yes, it would.

14 (Thereupon, Plaintiff's Exhibit 4

15 was marked for identification.)

16 BY MS. BERLIN:

17 Q. Okay. I'm going to show you what I

18 have marked as Exhibit 4. Just a moment, please.

19 Was there any investigation or action taken by

20 FINRA in regard to Profile Solutions?

21 A. Not that I'm aware of. I -- I recall

22 there was an inquiry, but I don't believe there was

23 ever FINRA action.

24 Q. In this case, did you produce all of

25 your e-mails concerning Profile Solutions?

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1 A. Yes, I did. Yes, I did.

2 Q. All of them?

3 A. To the best of my knowledge, I believe

4 I did.

5 Q. And you only used your Hotmail account

6 for e-mails?

7 A. It was either Hotmail or maybe Gmail,

8 but I think just Hotmail. I think

9 leonardmtucker@hotmail was the e-mail I used. I

10 don't think there's any other one I used.

11 Q. Okay. I'm going to show you what I've

12 premarked as Exhibit 4. Okay. I'm showing you --

13 this is generated from InvestorsHub.

14 Are you familiar with InvestorsHub?

15 A. Yes.

16 Q. You've been on there before, right?

17 A. Yeah.

18 Q. Okay. And but you -- I think you

19 testified earlier you don't remember what your

20 handle is on InvestorsHub, correct?

21 A. Correct.

22 Q. Okay. But it would be under your

23 Hotmail account; so for example, InvestorsHub can

24 provide that information --

25 A. Absolutely.

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1 Q. -- since you don't remember?

2 A. Yes.

3 Q. Okay. Is that information that --

4 because you agree with me if you just logged into

5 InvestorsHub, you would be able to see your handle,

6 right? Mr. Tucker, can you please not take the

7 exhibit and turn it over. We haven't gotten to it

8 yet. Can you answer the question.

9 You agree with me that if you logged

10 into InvestorsHub right now, you would be able to

11 see your handle, yes or no?

12 A. I don't know my user ID and passcode,

13 but I would assume if I do lost passcode or your

14 lost user ID. I -- I don't know what it is,

15 though.

16 Q. Okay. Is that information that you

17 can provide after today's deposition without us

18 having to call you back?

19 A. I would assume so. I guess I can find

20 it right now, lost password --

21 (Simultaneous conversation.)

22 MR. PERRY: We're not going to do it

23 right now.

24 MS. BERLIN: No? Okay. We can do it

25 on a break.

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1 BY MS. BERLIN:

2 Q. So you can go ahead and turn over

3 Exhibit 4. So and do you see that Exhibit 4 is a

4 post from -- this investor's handle is "Turkey

5 Red."

6 Do you see that?

7 A. Yes.

8 Q. Okay. And it's from July 5th, 2019.

9 Do you see that?

10 A. Yes.

11 Q. And it says, "Dear, Bob."

12 Well, can you read it? "Dear Bob."

13 Starting with "Dear Bob."

14 A. "The temporary trading suspension is

15 over. See such-and-such. In order for trading to

16 resume, a broker has to file a 15-c2-11 to make a

17 market in PSIQ securities. Hopefully this won't be

18 so difficult as PSIQ is current in its OTC markets

19 reporting, and it continues to pursue clearing the

20 S-1 registration to become a reporting company.

21 PSIQ is doing everything it can to move forward and

22 be as transparent as can be."

23 Q. And it's signed --

24 A. Me.

25 Q. -- "Respectfully Lenny, Leonard

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1 Tucker," correct?

2 A. Yes. That's me, yes.

3 Q. Okay. And so is this a message that

4 you communicated on July 5th, 2019?

5 A. Yes, I did.

6 Q. Okay. Let's go ahead and set

7 Exhibit 4 aside, please. Did you ever tell any

8 investors or potential investors of Profile

9 Solutions, or -- and when I say Profile Solutions

10 today, I hope you understand, I mean also including

11 Elite, which was its subsidiary.

12 Do you understand?

13 A. Yes, I do.

14 Q. Okay. Did you ever tell any investors

15 or potential investors or any -- the investing

16 public that -- that cannabis or/marijuana or CBD

17 was not legal in Eswatini?

18 A. Did I ever tell an invest- -- can you

19 repeat the question.

20 Q. Did you ever tell an investor or

21 potential investor that cannabis -- and I'm going

22 to say cannabis/marijuana, 'cause you said it could

23 be either/or.

24 A. I got it.

25 Q. Okay. So I'll start again. Did you

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1 ever tell any investor or potential investor or the

2 investing public that cannabis/marijuana or CBD was

3 not legal in Eswatini?

4 A. I don't specifically recall, but I

5 assume so.

6 Q. Okay. And why would you assume so?

7 A. Because I know we had to get the

8 license to do this.

9 Q. Meaning you knew it wasn't yet legal

10 in Eswatini?

11 A. Correct.

12 Q. Okay.

13 A. Correct.

14 Q. So during your time at Profile

15 Solutions -- should I say cannabis, CDB, or

16 marijuana? Like what is easiest so we're on the

17 same page?

18 A. I got it. The same thing. Okay. I

19 got it.

20 Q. Okay. So I'm just going to say

21 cannabis to make it simple.

22 A. Okay.

23 Q. But you understand that that can

24 encompass the whole world of cannabis, marijuana,

25 or CBD?

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1 A. Yes.

2 Q. Okay.

3 MR. PERRY: I said objection as to

4 form, so...

5 MS. BERLIN: Okay. I think your

6 lawyer wants me to say all three, so I

7 will, so...

8 MR. PERRY: Well, they're different.

9 So you do whatever you want. It's your

10 deposition.

11 But I'm -- object to the form.

12 BY MS. BERLIN:

13 Q. All right. I'll ask you on each one,

14 all right? So -- well, let me ask this one: What

15 was the license that was the advertising that was

16 done with respect to Eswatini at Profile Solutions.

17 I'm not asking about the license, but what was

18 advertised? Was it cannabis? It was cannabis,

19 correct?

20 A. Correct.

21 Q. Okay. So I'm going to ask you about

22 the cannabis.

23 A. It was cannabis and also hemp.

24 Q. Hemp. Okay. All right. So did you

25 communicate -- and -- and so just as a -- to get a

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1 basic understanding, during the entire time that

2 you were with or doing any work in connection with

3 Profile Solutions, you understood that cannabis was

4 not yet -- was not legal in Eswatini, correct?

5 A. Yes. Yes.

6 Q. And you understood during your entire

7 time of working in connection with Profile

8 Solutions, that hemp was not legal in Eswatini,

9 correct?

10 A. Yes.

11 Q. You understood during your entire time

12 at Profile Solutions that marijuana was not legal

13 in Eswatini, correct?

14 A. Correct.

15 Q. And you understood at all times that

16 you worked in connection with Profile Solutions,

17 that CBD was not legal in con- -- in Eswatini,

18 correct?

19 A. Correct.

20 Q. Am I missing any terms of that covered

21 hemp, cannabis, marijuana, and CBD?

22 A. I don't think so.

23 Q. Okay. And you believe that you would

24 have disclosed the information that it wasn't --

25 that those items, those four items were not legal

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1 in Eswatini to the investing public or potential

2 investors or investors?

3 A. Initially, I didn't know. I did- -- I

4 didn't -- I wasn't involved with it in the

5 beginning. Initially, I didn't know.

6 Q. When did you find out that these --

7 that these items, that cannabis was not legal in

8 Eswatini?

9 A. I found out after -- after we got the

10 initial letter, okay, and we had the initial press

11 release, it was sometime after that. When I -- my

12 -- from my role found out that it was illegal. I

13 had no idea it was legal, not legal. I -- I didn't

14 know.

15 Q. So again, when?

16 A. Sometime after the initial press

17 release, which I think was sometime after March,

18 2018, I believe was the initial press release?

19 Q. So it was after March 2018?

20 A. Correct.

21 Q. How did you find out?

22 A. Through Danny.

23 Q. When you say Danny, Oran?

24 A. Dan -- Dan Oran.

25 Q. Oran, sorry.

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1 A. Yes.

2 Q. And how did he tell you?

3 A. Because for -- for weeks -- weeks or

4 maybe even months prior to getting that March 2018

5 letter, Danny had a -- an offer. I don't know if

6 that's the right word to put to, you know, a -- a

7 commitment. And he presented a proposal that he

8 presented to Eswatini through a gentleman,

9 Daniel Wasner.

10 And Danny was saying that "We're

11 getting this license, we're getting this license,

12 we're getting this license," and nothing happened.

13 And he kept saying -- he was on the phone, "We're

14 getting a license."

15 And then he got this letter in that he

16 showed me that was date -- we got it in October or

17 something like that, but it was -- it was dated

18 September, if I remember correctly, something like

19 that, and -- and I read it. And it did not say

20 that we had the approval.

21 And I said, "We don't have the

22 approval." And what he said to me is that, "This

23 is the way it works in Eswatini. This is the

24 preliminary approval, and that's the way it works.

25 Eswatini does not operate like the United States.

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1 That's the approval. That's the preliminary

2 approval."

3 Q. Who said that to you?

4 A. Dan Oran.

5 Q. Okay. As far as the -- we were

6 talking about cannabis being legal verses illegal

7 in Eswatini. When did you learn that cannabis was

8 not legal in Eswatini?

9 A. Probably -- probably sometime around

10 when I physically went to -- to Eswatini to meet

11 with the different government officials about it.

12 I didn't know there was a whole process that we had

13 to go through. I just thought the king -- it was

14 told to us by Danny. What Danny told me is that

15 the king has to sign off on it. And the prince who

16 we met told us that what has to happen is the king

17 has to sign off on it, and we have the license.

18 It's the king to sign off on it.

19 Q. Okay. That's not my question.

20 A. What's your question?

21 Q. The question was when did you learn

22 that cannabis was not legal in Eswatini, like

23 month, year?

24 A. Some -- I don't know. Some -- it was

25 sometime after we received the initial letter from

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1 the prince.

2 Q. So sometime after September or

3 October 2017?

4 A. Sometime after -- that was to the date

5 of that letter. The letter that we got from

6 Eswatini, it was sometime after that.

7 Q. How long after that?

8 A. I don't honestly know.

9 Q. Well, let's put it this way. We just

10 looked at a press release, right?

11 A. Yes.

12 Q. Was it Exhibit 7, I think? Your press

13 release that you drafted about -- or no. Your

14 press release that you drafted, yeah, Exhibit 7.

15 Your press release that you drafted about Israel

16 where you have one of three headings is just the --

17 a paragraph about the -- the legal status of

18 cannabis in Israel.

19 You recall that?

20 A. Yes.

21 Q. Okay. And you said you found that

22 because you were doing Google searches about Israel

23 and cannabis?

24 A. Right.

25 Q. Okay. So did you do a Google search

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1 about Eswatini and cannabis before you drafted any

2 of the releases or information about the deal in

3 Eswatini and Profile Solutions?

4 A. Yes, I did the Google search for the

5 About Eswatini section.

6 Q. Okay. But you didn't include, unlike

7 Israel, where you included a section saying it is

8 legal, you didn't include any section in your

9 releases about Profile and --

10 A. I --

11 Q. -- Eswatini where you said it is not

12 legal, correct?

13 A. I did not see anything. I did not

14 look for anything.

15 Q. You didn't look?

16 A. No.

17 Q. You didn't even look?

18 A. No.

19 Q. Okay.

20 A. There's a reason, if you want to know

21 the reason.

22 Q. Why? Tell me why you didn't even look

23 to see if it was legal or illegal, especially since

24 that was a part of the press releases you typically

25 drafted. Tell me why didn't you look when it came

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1 to Eswatini, Mr. Tucker?

2 A. Good question.

3 MR. PERRY: Objection to form.

4 THE WITNESS: The initial release

5 having to do with anything with the

6 cannabis distribution in any of these

7 countries, the first one was with Eswatini.

8 And the reason I ever thought was it legal

9 or illegal is because we got a letter. Dan

10 presented a letter to me from the

11 government of Eswatini talking about the

12 process to get this license.

13 So I guess I assumed if the government

14 is giving us a letter as to the process to

15 get a license, the -- within that letter,

16 it said nothing that it was illegal.

17 So I did not think was it legal or was

18 it illegal because they didn't say in their

19 letter that it was illegal. I did not even

20 think about it.

21 BY MS. BERLIN:

22 Q. Right. But, again, we went back to

23 the other, like, Israel. It just -- this is just

24 one example, because you also drafted releases

25 about Mexico and other countries in Profile

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1 Solutions, correct?

2 MR. PERRY: Objection as to form.

3 THE WITNESS: After the Eswatini

4 release, correct.

5 BY MS. BERLIN:

6 Q. Correct. Okay.

7 A. Yes.

8 Q. So in those other -- you Googled the

9 information yourself, and that's how you came up

10 with the -- you've already testified to that?

11 A. Yes, yes. I'm not disagreeing.

12 MR. PERRY: Objection to form.

13 BY MS. BERLIN:

14 Q. But you didn't do the same sort of

15 search for Eswatini within Google search for

16 Eswatini. That's the question.

17 Agreed?

18 A. I did a -- a -- I did a search for

19 Eswatini by Google. That -- and what I found,

20 that's what I put. I did not look is it legal or

21 illegal. I didn't even -- I didn't even consider

22 that as an option.

23 Q. Okay.

24 A. I didn't consider that as part of my

25 responsibility.

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1 Q. So for the Israel on -- I'm just going

2 to put it back in front of you again.

3 A. Okay.

4 Q. It's not a general statement. Like

5 you actually have like a citation to the -- you

6 reference the name of the ordinance in Israel. You

7 leave a little paragraph about the legal status of

8 cannabis in Israel.

9 You see that?

10 A. Yes, I do.

11 Q. Okay. And then you agree that it

12 doesn't like automatically pop up. If I type in

13 Israel into Google, I'm not going to find a whole

14 article about this Drug Act in 2019. That's

15 something that you searched for in --

16 (Simultaneous conversation.)

17 A. No, I did not. No, I did not.

18 BY MS. BERLIN:

19 Q. You did not?

20 A. No, no. I put up Israel and cannabis,

21 and that's what came up.

22 Q. Okay. And so is it your testimony you

23 didn't -- but you also testified you didn't do a

24 search on Eswatini. Did you do a Google search on

25 Eswatini and cannabis?

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1 A. Yeah, I did.

2 Q. You did?

3 A. I did. On Eswatini.

4 Q. But not with cannabis?

5 A. I'm -- I'm sure I did. I'm sure I

6 did.

7 Q. You did. And so it your te- -- and on

8 Google?

9 A. On Google, probably, yeah. On Google.

10 Q. Or yahoo?

11 A. No. It's Google. I never use Yahoo.

12 Q. Okay. And under your Google profile

13 name for Leonard Tucker? Is that it?

14 A. Yeah.

15 Q. But what's your Google profile,

16 because I know you have a Hotmail account.

17 A. Leonard.

18 Q. So when you log in to Google, did you

19 research? If I want to see your research history

20 and I went into Google, which I -- we can do to

21 find out your history --

22 A. Good idea.

23 Q. -- and what you looked at, what is the

24 profile and what do you log in as when you go to

25 Google?

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1 A. I don't think anything. When you do a

2 Google search, you just go on Google, and you --

3 you type in what you're searching. I don't think

4 that goes to --

5 (Simultaneous conversation.)

6 BY MS. BERLIN:

7 Q. So you're not logged in?

8 A. I don't think so.

9 Q. Okay.

10 A. If I am, I don't know that I am or I'm

11 not -- I don't -- I don't know.

12 Q. Okay. So did you search for Eswatini

13 and marijuana or not? Did you do any research

14 about Eswatini and cannabis?

15 A. I probably -- I probably did. It was

16 the first press release we did on that subject. I

17 probably did not.

18 Q. Okay.

19 A. I had -- I had the letter. You know,

20 I reviewed the letter that Dan presented to me.

21 Q. Which is just about --

22 A. I --

23 Q. Let me stop you. You say the letter.

24 You're referencing a letter that simply concerns a

25 potential licensing deal in Eswatini; is that

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1 correct?

2 A. Which Dan represented, and everybody

3 --

4 Q. Just answer the question.

5 A. Yes.

6 (Simultaneous conversation.)

7 MR. PERRY: Objection to form.

8 THE WITNESS: Whatever that date was,

9 Oct- -- September 18th letter or October

10 18th letter, yes.

11 BY MS. BERLIN:

12 Q. The letter references a licensing --

13 A. Yes.

14 Q. -- a potential licensing, though,

15 correct?

16 A. Yes.

17 Q. The letter does not discuss in any way

18 whether it's legal or illegal, correct?

19 A. Correct. Correct.

20 Q. Okay. And there -- and you've

21 testified already today that you relied on lawyers

22 for Profile Solutions, correct, yes or no?

23 A. Yeah. To a certain extent, yes.

24 Q. Did you ask any of Profile Solutions'

25 lawyers whether or not it was illegal or legal and

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1 --

2 A. No.

3 Q. No?

4 A. No.

5 Q. Okay. So what research, if any, did

6 you do to ascertain the legality of cannabis,

7 marijuana, CBD, hemp, in Eswatini prior to drafting

8 press releases about Profile Solutions' potential

9 licensing activity or other business --

10 A. I didn't deem that --

11 Q. -- entities in Eswatini?

12 A. I just did outside consulting. I

13 didn't deem that to be my role to do due diligence,

14 in which I'm not an attorney to do legal opinions.

15 It was presented to everybody. Dan presented to

16 his attorneys. Dan approved the press release.

17 Q. My question is what -- I asked what

18 research you did. So is the answer none? Is that

19 where this is going?

20 A. None. I didn't -- other than I've

21 read the letter that Dan presented. That was my

22 research.

23 Q. So you did not --

24 A. No. No.

25 Q. -- do any Google research for that?

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1 A. No.

2 Q. Okay. And now when you started to

3 testify a second ago about Dan talking to lawyers,

4 were you present for those conversations that you

5 started to testify about? Which -- were you there?

6 Did you personally witness Dan meeting with his

7 lawyers?

8 A. No. I was there when Dan would be on

9 the phone with them in the office when he would

10 call them. And he said the attorney didn't have

11 any problem with the press release. There was no

12 changes, or if there was changes, it wasn't proved.

13 Q. I'm sorry. Let's back up.

14 A. Okay.

15 Q. Dan Oran, is it your testimony that

16 Dan Oran would take the press releases you drafted

17 and send them to a lawyer?

18 A. Absolutely. Absolutely.

19 Q. Which lawyer?

20 A. Whatever lawyers we had at the time.

21 We had -- we had -- originally we had the attorney

22 who was the president of a Pot Network.

23 Q. What -- I need names, please. If you

24 can recall. If you can't, just say you can't

25 recall. But if you can recall the name, that would

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1 be helpful.

2 A. I don't recall his name. I just know

3 he was the president of the Pot Network. It's a

4 public company.

5 Q. Did you say "the Pot Network"?

6 A. That was the name of the public

7 company, Pot Network. POTN, that was the symbol.

8 They're based in -- also in Sunrise. He's the

9 president of the company. Also a shareholder, you

10 know, of Profile Solutions.

11 Q. He's a lawyer?

12 A. Yeah. Yes.

13 Q. And you don't remember his name?

14 A. No. But I -- if I can look it up in

15 another second, I'll tell you if that's his name.

16 Q. And so did the lawyer advise that

17 cannabis wasn't legal in Eswatini?

18 MR. PERRY: Objection to form.

19 THE WITNESS: What Dan told me is that

20 the attorney approved the press release,

21 and the press release was the press

22 release. There was no mention of you need

23 to avoid disclosure or you need to say that

24 it's illegal in the country --

25 (Simultaneous conversation.)

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1 BY MS. BERLIN:

2 Q. Which press releases?

3 A. The initial press release on Eswatini.

4 Q. When was that?

5 A. I -- I don't -- I don't remember the

6 date. The initial press release that we had in

7 Eswatini, that we had the preliminary approval

8 subject to government approval.

9 Q. Any -- did they -- did Dan Oran tell

10 you that a lawyer reviewed any other press release?

11 A. And Eddie Murieli. You know, when we

12 did the S-1, I believe he signed off on the S-1.

13 Eddie Murieli --

14 (Simultaneous conversation.)

15 BY MS. BERLIN:

16 Q. I'm talking about press releases. Now

17 you're talking about -- just listen to the

18 question, please. My question is, because you're

19 now testifying today that Dan Oran told you that a

20 lawyer reviewed and approved the press releases you

21 drafted.

22 Am I understanding correctly?

23 A. Yes.

24 Q. And you testified that that occurred

25 with the initial press release on Eswatini, the

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1 date of which you do not know, correct? My

2 question -- is that a yes or no?

3 A. Yes.

4 Q. My question is, did Mr. Oran tell you

5 that an attorney had reviewed any of your other

6 press releases about Profile Solutions in Eswatini?

7 A. Yes. Eddie Murieli.

8 Q. Eddie Mur- -- Murieli was not a lawyer

9 for Profile Solutions.

10 A. He was on the board of directors.

11 Q. He's, again, not a lawyer for Profile

12 Solutions, correct?

13 MR. PERRY: Objection to form.

14 BY MS. BERLIN:

15 Q. You understand the difference. I am a

16 lawyer. Do you understand I'm a lawyer? Do you

17 understand that --

18 A. I don't -- I don't know if he reviewed

19 in his capacity as a lawyer or board member.

20 Q. Stop. Can you answer the question?

21 Dan Oran you understand that I am a lawyer?

22 A. Yes.

23 Q. But I am not your lawyer?

24 A. Correct.

25 Q. Okay. So Mr. Murieli is a lawyer.

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1 Agreed?

2 A. Yes.

3 Q. Okay. But he, you would agree with

4 me, is in not the lawyer for Profile Solutions.

5 Do you agree with me or not?

6 A. I don't know.

7 Q. You don't know?

8 A. I honestly don't know. I don't know

9 -- I don't know --

10 Q. You don't know?

11 A. I don't know if he reviewed it in his

12 capacity as a lawyer or as a board member because I

13 think he was getting paid by Profile, so I don't

14 know the answer.

15 Q. So no one told you if that was -- he

16 was representing it as a lawyer or board member,

17 correct?

18 A. No. Correct. Correct.

19 Q. Now, you didn't assert a reliance on

20 advice of counsel affirmative defense in this case.

21 Do you understand that?

22 MR. PERRY: Objection to form.

23 THE WITNESS: I don't understand what

24 you're saying.

25 BY MS. BERLIN:

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1 Q. All right. Let me show you your

2 answer.

3 MR. PERRY: Objection to form.

4 (Thereupon, Plaintiff's Exhibit 5

5 was marked for identification.)

6 BY MS. BERLIN:

7 Q. I'm showing you what I've premarked as

8 Exhibit 5. Could you pass one of those to the

9 court reporter, please.

10 A. Oh, I'm sorry. Sorry.

11 Q. Do you see that Exhibit 5 is your

12 answer in this case?

13 A. Yes.

14 Q. Okay. You reviewed it before it was

15 filed?

16 A. Yes.

17 Q. It's all true, according to you?

18 A. Yes.

19 Q. So why don't you please turn to

20 page 51. Do you see "Affirmative Defense" as -- as

21 the heading?

22 A. Yes.

23 Q. Do you see that? Okay. Flip to page

24 -- you can see first through fifth, and then turn

25 the page all the way to eight on Page 52. These

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1 are what I mean when I say affirmative defenses.

2 Do you now understand what that word

3 means --

4 A. Yes.

5 Q. -- or phrase?

6 A. Yes.

7 Q. I will proffer to you that none of

8 your affirmative defenses are reliant on advice of

9 counsel defense. You can set it aside. I was just

10 showing you what an affirmative defense was.

11 Are you now claiming today that you

12 relied on a lawyer for the representations made in

13 the press releases?

14 A. Well, no, I -- I don't think that's

15 what I said, no. I relied on Dan who represented

16 to me that he was relying on the press releases

17 being approved by the various attorneys.

18 Q. Did Dan Oran ever tell you this in

19 writing?

20 A. Possibly in our -- in our e-mails,

21 possibly.

22 Q. Okay.

23 A. Because I -- everything, you know, I

24 -- I would show it to him, we would discuss it, he

25 would give his input, and he would give his

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1 changes. And then I would e-mail, and I would -- I

2 would always e-mail to -- you know, that Dan

3 suggested changes, comments, approval. I'm sure

4 it's all over my e-mails. I don't know exactly

5 who's on all the different e-mails. We'd have --

6 we have to look at them, but I always sent it out,

7 but he --

8 (Simultaneous conversation.)

9 BY MS. BERLIN:

10 Q. You agree with me if you didn't

11 produce it, it doesn't exist?

12 MR. PERRY: Objection. Form.

13 BY MS. BERLIN:

14 Q. You testified earlier you -- you

15 produced all of your documents, correct?

16 A. Correct.

17 Q. So if you didn't produce it to us, if

18 doesn't ex- -- if it's not in your production,

19 agree that it doesn't exist?

20 A. No, I don't agree with that, and I'll

21 tell you why.

22 Q. Tell me.

23 A. We had hard copies. Dan fired me.

24 When Dan fired me, I didn't get access to any of

25 the records in the office. I don't know what

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1 happened to them. I know what I had on my e-mails.

2 I presented to you guys everything that I had on my

3 e-mails.

4 Q. Right.

5 A. But I don't know what Dan physically

6 had in the office.

7 Q. But you just testified that he

8 e-mailed you. Do you understand? Do you -- do you

9 remember testifying five minutes ago that Mr. Oran

10 e- -- might have e-mailed you?

11 A. He may -- he may have e-mailed -- he

12 may e-mailed me. I know I e-mailed that to

13 everybody.

14 Q. Okay. And your -- your testimony

15 today was that you have produced all of your

16 e-mails.

17 A. Correct, I have produced all of my

18 e-mails.

19 Q. So do you agree with me that if your

20 e-mail production to us does not show Dan Oran

21 telling you about some lawyer supposedly reviewing

22 your press releases and approving them, that it

23 doesn't exist?

24 A. No, I don't -- he would have told me

25 verbally in the office.

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1 Q. Stop. A moment ago -- we'll get to

2 verbal in a second -- you testified --

3 A. Right.

4 Q. Okay. Just listen to the question.

5 You testified about e-mails.

6 A. Correct.

7 Q. Okay. You've produced everything to

8 us, all of your e-mails.

9 A. Right.

10 Q. So to the extent there is any e-mail

11 message from Dan Oran to you telling you that a

12 lawyer approved your press releases, that e-mail,

13 if it exists, it's going to be in your production

14 to the SEC.

15 Agreed or not?

16 A. Agreed.

17 Q. Thank you. So if it's not in your

18 production, it doesn't exist.

19 Agreed?

20 A. No. I'm not saying that at all.

21 That's not what I said. That's not what I'm

22 saying.

23 Q. Did you lose your e-mails? Were they

24 destroyed?

25 A. No, because if he would have verbally

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1 told me in the office and signed it, it would be on

2 a hard copy in the files.

3 Q. Mr. Tucker, stop.

4 A. I wouldn't have it on the e-mail.

5 Q. Do you understand the difference

6 between an e-mail and a verbal conversation?

7 A. Yes, I do.

8 Q. Okay. We're talking about e-mails.

9 Do you understand that?

10 A. Yes.

11 Q. So again, if the production you made

12 to the SEC of your e-mails does not include an

13 e-mail between you and Dan Oran about a lawyer

14 approving your press releases, do you agree that an

15 e- -- that e-mail where Dan Oran supposedly

16 communicated to you, it doesn't exist?

17 A. Correct. In an e-mail, correct.

18 Q. Thank you. Who would have witnessed

19 any such conversations between you and Duran -- Dan

20 -- Dan Oran, that you're testifying happened where

21 he told you the lawyer approved your press

22 releases?

23 A. I -- I don't know. I would just be,

24 you know, guessing. Who -- who was in the office,

25 I don't know.

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1 Q. When did the conversations occur?

2 A. Prior to every press release.

3 Q. Before everyone --

4 A. Every press release was discussed.

5 Every -- every press released was discussed. Dan

6 would provide the topic. I provided the first

7 draft. He would provide comments.

8 Q. But that's not my question.

9 A. I don't know what your question is.

10 Q. We were talking about lawyers

11 reviewing and supposedly blessing your press

12 releases. When did that happen? Before every

13 press release --

14 A. Before every press release.

15 Q. -- a lawyer would be hired to --

16 A. Yes.

17 Q. -- retain -- to review and determine

18 if they were correct?

19 A. Dan would communicate with the

20 attorneys. I didn't communicate -- that was Dan.

21 Dan would communicate with the attorneys, so I --

22 BY MS. BERLIN:

23 Q. But you weren't present, so you don't

24 know, correct?

25 A. No, I was most times, but he -- he was

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1 on the phone with them. He would call them on the

2 phone, and he would go over the press release with

3 them.

4 Q. And did Mr. Oran tell the lawyers --

5 since you were claiming you heard the

6 conversations, did you hear Mr. Oran tell the

7 lawyers that marijuana/cannabis or TC- -- CBD or

8 hemp was not legal in Eswatini?

9 A. No.

10 Q. You never heard him say that?

11 A. No. No. No.

12 Q. Okay.

13 A. No.

14 Q. So you don't know if the lawyers gave

15 any advice about whether your press releases or

16 Tweets were okay because you don't even know if the

17 lawyers had been told by Mr. Oran about the legal

18 status of marijuana in Eswatini.

19 Is that fair?

20 A. He told me that he sent them the

21 agreement that we had with -- with the Eswatini.

22 Q. Just listen to the question. I'm not

23 asking about what documents he sent. I am asking

24 you --

25 MS. BERLIN: Just can you repeat back

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1 the question.

2 BY MS. BERLIN:

3 Q. Just answer the question asked.

4 (Requested portion read.)

5 THE WITNESS: Yes.

6 BY MS. BERLIN:

7 Q. Did you personally ever speak with any

8 lawyer during the time of -- of Profile Solutions

9 that you were working there, working in connection

10 with it, did you ever personally -- did you seek

11 any legal advice from any lawyer about your press

12 releases or anything else connected to Profile

13 Solutions?

14 A. No. No.

15 Q. Okay. Now, you testified a bit ago

16 that you probably told potential investors or

17 investors or the investing public that cannabis is

18 not legal in Eswatini.

19 Do you recall that?

20 A. I don't know if anyone ever

21 specifically asked me is it legal or not. I --

22 Q. That's not my question. I'm not

23 asking if anyone asked you.

24 A. Right.

25 Q. I'll ask you again. Did you tell

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1 anyone whether a potential investor, an investor or

2 the investing public that cannabis was not legal in

3 Eswatini?

4 MR. PERRY: Objection to form.

5 THE WITNESS: I don't remember.

6 BY MS. BERLIN:

7 Q. Okay. So you can't point to a person

8 or a -- any communication where you did disclose

9 that, correct?

10 A. Correct.

11 Q. And the same questions, but with

12 respect to marijuana?

13 A. Correct.

14 Q. And the same question, but with

15 respect to CBD?

16 A. Correct.

17 Q. And the same questions but with

18 respect to hemp?

19 A. Correct.

20 Q. Did Tom Arnold have any connection to

21 Profile Solutions, the actor or comedian,

22 Tom Arnold?

23 A. Not that I'm aware of. Never heard of

24 him. I mean, I've heard of the actor, but I'm not

25 aware of any involvement he had.

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1 Q. Who -- Adam Baker was a -- an

2 individual who did work in connection with PR or

3 social media posting for Profile Solutions.

4 Yes?

5 A. Correct. Correct. He -- he handled

6 investor relations and social media for Profile.

7 Q. Did Mr. Baker also post on forums

8 other than Twitter concerning Profile Solutions?

9 A. I don't know. I assume so. I know he

10 did social media. I don't know exactly what he

11 posted.

12 Q. Okay. And he -- you would provide

13 that information to him? You would e-mail it to

14 him, correct?

15 A. I would e-mail him public information.

16 If the company came out with a press release, I

17 would send it to Adam.

18 Q. Okay. So if you drafted a press

19 release, you would send it to Adam Baker, correct?

20 A. Correct.

21 Q. And the purpose of that is for

22 Mr. Baker to then distribute it through social

23 media and elsewhere, yes?

24 A. Correct.

25 Q. And Mr. Baker, did he -- did he have

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1 access to the Twitter account directly?

2 A. Yes.

3 Q. Okay. Because the Twitter account is

4 maintained using your phone number. Do you -- are

5 you aware of that? Do you know that?

6 A. I -- I don't doubt that.

7 Q. Okay.

8 A. I -- I know I started it.

9 Q. Okay. So both -- and you would post

10 on the Twitter account as well?

11 A. Correct.

12 Q. Other than you and Mr. Baker, did

13 anyone else have access to a lot of information?

14 A. I don't think so. I don't think so.

15 Q. So it would either be you posting or

16 Mr. Baker posting what you sent him to post,

17 correct?

18 A. I would provide the public information

19 to Mr. Baker, and Mr. Baker would come up with the

20 post. So either he posted it directly or he

21 drafted it and then I posted it.

22 Q. Okay. And when you say "the public

23 information," you're talking about the press

24 releases, and the information -- the press releases

25 basically, correct?

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1 A. Right. The press release, or he would

2 take excerpts with -- because there's a quote by

3 Dan Oran. Maybe he would take the quote from

4 Dan Oran and post that.

5 Q. Okay.

6 A. You know, he did separate things. He

7 did the press release, he would do excerpts from

8 the press release, yes.

9 Q. Okay. But it all kind of flows back,

10 these press releases that he drafted, yes?

11 A. Correct.

12 Q. And I think we established before, and

13 you persisted with me that sometimes you would

14 draft -- when you drafted the press releases, you

15 would draft the language of a quote and attribute

16 it to Mr. Oran, correct?

17 MR. PERRY: Objection to form.

18 THE WITNESS: No. I -- what Dan would

19 do is Dan would communicate to me what he

20 -- you know, what the agreement was or what

21 he wanted to say in the press release, and

22 he'd want me to help him draft it and put

23 it together in words for him to review.

24 That -- that was our process. That was the

25 procedure.

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1 BY MS. BERLIN:

2 Q. Understood. But some of the press

3 releases include quotes that are attributed to

4 Mr. Oran, so we have quotations marks, a quote, and

5 then it would attribute that quote to Mr. Oran.

6 Do you remember that?

7 A. Yes. I agree with you, yes.

8 Q. Okay. And you would drafts those

9 questions and attribute them to Mr. Oran.

10 Agreed?

11 A. I was part of the process of creating

12 the quotes, yes.

13 Q. Yes.

14 A. I didn't just come up with the quotes.

15 Q. Well, Mr. Oran didn't provide the

16 quotes to you for every press release?

17 A. He would tell me what he wanted me to

18 say.

19 Q. He would give you the general overview

20 of what he wanted the press release to say, and you

21 would come up with the quotes, correct?

22 A. And -- and what he wanted to say in a

23 quote. He would give me the general ideas of what

24 he wanted to say, and then I would put it, you

25 know, in good English and stuff like that and

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1 present it back to him, "Is this what you want to

2 say, Danny, is this not what you want to say?"

3 Yes.

4 Q. As a quote?

5 A. As a quote or as a press release, as a

6 topic in a press release.

7 Q. Let me ask you another way: When

8 there's a quote in a press release --

9 A. Yes.

10 Q. -- that's not necessarily something

11 Mr. Oran like said or wrote down for you, he would

12 convey the general idea, you would draft the press

13 release, you would come up, you would craft a

14 quote, you would put it in there, and then you

15 would -- that would be the -- that's how it would

16 happen, correct?

17 A. Yes. Yes.

18 (Thereupon, Plaintiff's Exhibit 9

19 was marked for identification.)

20 BY MS. BERLIN:

21 Q. Okay. Thank you. I'm going to hand

22 you what I've premarked as Exhibit 9. And this is

23 one of the Tweets for Profile Solutions, correct?

24 A. Yes.

25 Q. Okay. And these all still remain up

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1 on your Twitter account, yes? Mr. Tucker --

2 A. Are you asking -- are you asking if

3 it's still up on the Twitter account? I have -- I

4 have no idea. I --

5 (Simultaneous conversation.)

6 BY MS. BERLIN:

7 Q. The Profile Solutions account is in --

8 is -- you're the one who created it --

9 A. Right.

10 Q. It's all under your contact

11 information, correct?

12 A. Yes.

13 Q. And is it your testimony that you

14 don't know if that account is still active?

15 A. I don't know.

16 Q. Okay. So Exhibit 9 is one of these

17 Twitter posts for Profile Solutions.

18 Agreed?

19 A. Agreed.

20 Q. Okay. And rather, I did not print out

21 the Twitter -- your entire Twitter account for

22 Profile Solutions, so you would agree with me that

23 your Twitter account is whatever it is online, like

24 if I go to Twitter, I type in Profile Solutions,

25 I'm going to see its Twitter account with its

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1 various Tweet posts?

2 A. Yes.

3 Q. Have you deleted any posts?

4 A. No.

5 Q. And so the posts that we see there

6 that are attributed to, say, this one, Exhibit 9 is

7 from October 26, 2018.

8 Do you see that in the top right

9 corner?

10 A. Yes.

11 Q. So the date that's on a Tweet, that

12 would be the date that it's posted?

13 A. Say that again. That -- that's not

14 March, it says October. Is that what you said?

15 Q. Do you see on Exhibit 9, it says

16 October 26, 2018?

17 A. Yes.

18 Q. Is that the date that this was

19 posted --

20 A. I assume so.

21 Q. -- Exhibit 9?

22 A. I assume so. And I assume -- I assume

23 that's the date.

24 Q. Okay. So you use Twitter, correct?

25 You created this bank -- this account for Profile

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1 Solutions, yes?

2 A. Yes.

3 Q. Okay. So you've used Twitter. You

4 have admitted to posting --

5 A. Actually, hon- -- honestly, I don't

6 even know if I created it. Adam might have created

7 it using my e-mail, but I -- I don't even think

8 that I created it. I don't -- at that time, I

9 don't even know how to -- I didn't know how to open

10 up a Twitter account. I think Adam is probably the

11 one who created it with my stuff.

12 Q. How many various Twitter accounts have

13 been created to date using your -- your

14 information?

15 MR. PERRY: Objection to form.

16 THE WITNESS: I mean, I've used

17 Twitter since then. This is the first time

18 I was involved in Twitter.

19 BY MS. BERLIN:

20 Q. How many accounts? Answer the

21 question.

22 A. I don't know. I have a couple

23 definitely.

24 Q. Okay. And what about maintaining

25 Twitter accounts for your various clients that we

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1 identified at the beginning of your testimony that

2 were publicly traded entities. Do you maintain

3 their Twitter -- or their Twitter accounts --

4 (Simultaneous conversation.)

5 THE WITNESS: Yes, some of them I do,

6 some of them I don't. Some of them I do,

7 some of them I don't, yes.

8 BY MS. BERLIN:

9 Q. Yeah. So you're familiar with

10 Twitter, yes?

11 A. Yes. Yes.

12 Q. And you understood -- do you agree

13 with me that when you see -- I'm look- -- we're

14 looking at Exhibit 9 together. Fair to call this a

15 Tweet?

16 A. Yes.

17 Q. Okay. And the date that is on the

18 first line of the Tweet, is that -- generally

19 that's the date that the Tweet is posted.

20 Do you agree with me?

21 A. Yes. Yes.

22 Q. Okay. So we're looking at Exhibit 9.

23 Would you agree this is posted October 26, 2018?

24 A. I assume so. That's what it looks

25 like, yes.

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1 Q. Okay. You have no reason to doubt

2 that?

3 A. I have no reason to doubt that,

4 correct. Correct.

5 Q. Okay. So and do you see this Tweet,

6 Exhibit 9, it says, "Update on our cannabis growing

7 deal"?

8 A. Yes.

9 Q. PSIQ is to form a subsidiary in

10 Eswatini to operate the cannabis operations?

11 A. Yes.

12 Q. Eswatini is set to grant PSIQ the

13 required licenses and permits to research, grow,

14 distribute worldwide.

15 Do you see that?

16 A. Yes.

17 Q. And there's a note in here about

18 providing 1,000 hectares of secured land for

19 growth?

20 A. Yes.

21 Q. Okay. And below that, we see this is

22 at a trade conference in, I think it was in Nevada;

23 is that right, the picture?

24 A. I -- I don't remember.

25 Q. You don't remember where this was?

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1 A. No, no. I know they went to trade

2 shows. I don't know where this particular one was.

3 Q. Okay. And you would -- it was ad- --

4 Profile Solutions is advertised at these trade

5 shows as a publicly trade company --

6 A. Yes.

7 Q. -- providing its ticker symbol?

8 A. Yes.

9 Q. So when people go to these trade

10 shows, they can also -- this is also a way to

11 market the investment in Profile Solutions.

12 Agreed?

13 A. It was to create awareness for the

14 company, yes.

15 Q. And to provide information for

16 potential investors, this is the ticker symbol, and

17 we're publicly traded.

18 A. Okay.

19 Q. That's not just there as an FYI, it's

20 there to let people know if they want to invest,

21 here's what are our ticker symbol is.

22 Agreed or not?

23 A. Okay. Agreed.

24 Q. Did you ever attend any of these trade

25 shows?

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1 A. No.

2 Q. You can put Exhibit 9 aside.

3 A. I didn't -- this is not -- I didn't do

4 this, just so you know. I didn't do this. This is

5 not my -- my Tweet.

6 Q. Meaning you're not the one who entered

7 Exhibit 9 into Twitter?

8 A. It's my account. I'm not debating

9 that it's not my account. Yes, I -- it's my

10 account, but myself and Adam both did Tweets.

11 That's not a Tweet that I ever did.

12 Q. So are you saying this is the

13 Adam Baker?

14 A. Yes.

15 Q. So but Mr. Baker would get the

16 information for the Tweets from you, correct?

17 A. No. He would get the press releases

18 from me, and he would draft whatever he drafted. I

19 didn't give him the wording on that.

20 Q. Understood.

21 A. Okay.

22 Q. So you would give him -- for

23 Exhibit 9, for example --

24 A. Right.

25 Q. -- you would give him the information,

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1 whether it's a -- a press release that you drafted,

2 and then he would take from that press release and

3 post a few lines on Twitter; is that correct?

4 A. Correct.

5 Q. And you would agree the press releases

6 are longer than a Tweet has a limit, correct?

7 A. Correct.

8 Q. And so he would take what you put in

9 your press release and it would take a few lines of

10 it and put it into a Tweet.

11 Agreed?

12 A. Correct. Correct, yes.

13 Q. And sometimes you would do it?

14 A. I'm sorry?

15 Q. Sometimes it would be you.

16 A. Correct.

17 Q. Sometimes it would be Adam?

18 A. Correct.

19 Q. But whenever it was Adam, he got the

20 information from you?

21 A. Right. And I got the information from

22 Dan.

23 Q. Every time you got the information

24 from Dan?

25 A. Absolutely.

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1 Q. Okay.

2 A. I just work there.

3 Q. That's not true, is it?

4 A. Oh, it was very true. It's very true.

5 MR. PERRY: Objection as to form.

6 BY MS. BERLIN:

7 Q. Mr. Tucker, you worked in the offices

8 every day. There were employees who were there as

9 well, correct?

10 A. Pretty much.

11 (Simultaneous conversation.)

12 BY MS. BERLIN:

13 Q. Any reason why those employees would

14 lie under oath?

15 A. No. I --

16 MR. PERRY: Objection as to form.

17 A. No. I'm not -- I'm not saying I

18 didn't work very hard.

19 BY MS. BERLIN:

20 Q. Well, I mean, my question is --

21 A. Right.

22 Q. -- is there a reason why we would

23 question the credibility of the individuals who

24 worked at Profile Solutions during the time you

25 did?

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1 A. No.

2 Q. What about Mr. Oran? Is there a

3 reason that we should question his sworn testimony

4 or his credibility? Does he have a reason to lie?

5 MR. PERRY: Objection to form.

6 THE WITNESS: I read Mr. Oran's

7 testimony.

8 BY MS. BERLIN:

9 Q. My question is, does Mr. Oran have a

10 reason to lie about your involvement in Profile

11 Solutions?

12 MR. PERRY: Again, objection to form.

13 THE WITNESS: I -- I believe, yes.

14 BY MS. BERLIN:

15 Q. What is that?

16 A. To protect himself.

17 Q. From what?

18 A. To protect himself. To keep blaming

19 me, because before that, he blamed me, blamed me,

20 blamed me. I -- I've made no decisions.

21 Q. You understand --

22 A. I just worked there. I wasn't a

23 control person. I had no say. I had no authority.

24 Q. You understand that Mr. Oran is also a

25 defendant in this case, correct?

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1 A. Yes, I do. Yes, I do.

2 Q. And he has actually taken

3 accountability for the charges against him.

4 Do you understand that?

5 MR. PERRY: Objection as to form.

6 BY MS. BERLIN:

7 Q. Yes or no?

8 A. I understand that he made the

9 agreement, yes, I do.

10 Q. Well, it's not an agreement. He

11 consented to the Judge would -- to the judgment

12 into all charges against him, being --

13 A. No.

14 Q. -- entered --

15 (Simultaneous conversation.)

16 THE WITNESS: No. That's not what --

17 that's not what I understood. What I

18 understood is that he consented without

19 admitting or denying. That's what I

20 understood.

21 BY MS. BERLIN:

22 Q. And you understand that you could do

23 the same exact thing today if you wanted to, but

24 you haven't, correct?

25 MR. PERRY: Objection to form.

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1 THE WITNESS: Do I agree that -- I

2 mean, I -- I assume I -- I don't know. I

3 mean, I -- I -- I assume that was offered

4 to me at one time, I don't know if I still

5 can. I don't know -- I don't know -- I

6 don't understand what you're asking me.

7 BY MS. BERLIN:

8 Q. So what is Mr. Oran -- your -- your --

9 is -- is it your testimony, because you said you

10 read -- you've read Mr. Oran's testimony,

11 correct --

12 A. Right.

13 Q. -- in this case?

14 A. Right.

15 Q. And is it your testimony that Mr. --

16 was Mr. Oran's testimony about your involvement at

17 Profile Solutions true?

18 A. To a certain extent.

19 Q. Okay. Well, what parts of it were

20 false?

21 A. What he relied on me and depended on

22 me and trusted me and counted on me, I don't

23 believe that to be true at all.

24 Q. Okay. So it was the things that

25 you're -- that you believe or that you're

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1 questioning are the things that where he testified

2 about his -- what trust he put in you and to what

3 was going on in his own head?

4 A. Right.

5 Q. Okay.

6 A. Right.

7 Q. All right. Let's move on. So who's

8 Laurie Sherman?

9 A. Laurie Sherman is my fiance. Her name

10 is Laurie Tepper.

11 Q. She invested in Profile, correct?

12 A. No.

13 Q. Laurie Sherman doesn't have any --

14 A. No.

15 Q. -- shares in Profile Solutions?

16 A. None.

17 Q. And never has?

18 A. Zero. Never has.

19 Q. What about any other company she's

20 been involved with as a consultant or officer?

21 A. Does she have shares in any other

22 company?

23 Q. Correct.

24 A. Yes.

25 MR. PERRY: Objection as to form.

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1 BY MS. BERLIN:

2 Q. Which one?

3 A. Beta Music Group.

4 Q. Any others?

5 A. I know Beta Music Group. I don't

6 think there are any other ones. She might have had

7 restricted shares in Profile. I don't think she

8 ever had any free trading shares in Profile.

9 Q. I didn't ask free trading versus --

10 A. No. I'm trying to remember. I'm

11 trying to remember because I don't know if she had

12 any shares in Profile.

13 Q. So are you changing your answer from

14 no, she didn't to you don't know.

15 A. I don't think so. That's my answer.

16 I don't think she had any shares in Profile.

17 Q. Okay. And she has shares in Beta

18 Music Group?

19 A. Yes.

20 Q. How? Why? Did she buy them?

21 A. He purchased them, yes.

22 Q. How did she learn about it?

23 A. From me.

24 Q. And has -- has she made any profit

25 from the Beta Music Group shares?

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1 A. Yes, she did.

2 Q. Tell me about that.

3 A. She sold some of her shares, and she

4 made a profit.

5 Q. Did you tell her to sell?

6 A. No.

7 Q. Do you live together?

8 A. Yes.

9 Q. You didn't tell her there was a good

10 time to sell?

11 A. I didn't know if we lived together at

12 that time.

13 Q. So she just randomly happened to sell

14 for a profit?

15 A. Yeah. She had a bigger profit. And

16 she had a profit and a stock, and she wanted to

17 sell her stock.

18 Q. Is -- she's not -- is she -- she's

19 noted a sophisticated investor, would you agree?

20 A. Agreed.

21 Q. And how much money did she make from

22 the Beta Music Group shares that she sold, if you

23 remember?

24 A. I don't recall.

25 Q. She made a significant profit.

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1 Agreed?

2 A. I don't think so. I don't know what

3 you consider "significant profit."

4 Q. How about we just say she made a

5 profit. How's that?

6 A. She made a profit.

7 Q. Yeah.

8 A. Yes.

9 Q. And is it your testimony today that

10 you didn't provide her with any information that

11 caused her -- or let's just say any information

12 whatsoever prior to her about Beta Music Group or

13 its activities prior to her selling her shares for

14 a profit?

15 MR. PERRY: Objection to form.

16 THE WITNESS: Nothing -- nothing more

17 than was public information.

18 BY MS. BERLIN:

19 Q. Okay. So what did you tell her?

20 A. I don't remember what I told her. I

21 would have told her whatever is public. I don't

22 know.

23 Q. So it's a coincidence that she is --

24 A. It's not a coincidence.

25 Q. I'm sorry. I'm asking a question.

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1 A. Okay.

2 Q. Is it your testimony it's a

3 coincidence that she's your fiance -- and what is

4 your role at Beta Music again?

5 A. I was a consultant and a shareholder.

6 Q. Right. So you're a consultant and

7 shareholder, very involved in Beta Music at the

8 time, correct?

9 A. Correct.

10 Q. Yes?

11 A. Yeah, I'm an -- I was a consultant,

12 yes.

13 Q. You knew all the -- you knew all the

14 ins an outs of Beta Music Group, yes?

15 A. Right.

16 Q. And so is it your testimony that it is

17 a coincidence the timing of her sale of the shares

18 that she made a profit --

19 A. I don't think she --

20 (Simultaneous conversation.)

21 MR. PERRY: Objection as to form.

22 BY MS. BERLIN:

23 Q. -- and while she was engaged to you,

24 and you knew everything going on in the business on

25 a day-to-bay business, yes or no?

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1 A. No, I don't think it's -- I don't

2 think it's a coincidence.

3 Q. It's not a coincidence?

4 A. No, I don't think it's a coincidence

5 at all.

6 Q. Okay. So then tell -- explain why.

7 A. She sold -- she sold some of her

8 shares. I -- I don't see -- I don't see what the

9 relevance is.

10 Q. The question is -- you know what? So

11 meaning it's a coincidence that she has access to

12 you, and you have -- you agree with me you have

13 access to inside information about Beta Music

14 Group?

15 A. I sold --

16 MR. PERRY: Objection as to form.

17 THE WITNESS: If I remember correctly,

18 I sold some of my shares also.

19 BY MS. BERLIN:

20 Q. My question is --

21 A. All right.

22 Q. -- do you agree with me, yes or no,

23 that you have inside information about Beta Music

24 Group at the time --

25 A. No. No, I don't.

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1 Q. -- that she --

2 A. No.

3 Q. You didn't have any inside --

4 A. No.

5 Q. -- information about --

6 A. No.

7 Q. -- Beta Music Group?

8 A. No. No, I didn't.

9 Q. So at the time that she sold her

10 shares, your testimony is you had no inside

11 information about Beta Music Group?

12 A. Correct.

13 MR. PERRY: Objection to form.

14 THE WITNESS: Correct.

15 MS. BERLIN: I'm getting close to the

16 end, which is good news.

17 THE WITNESS: Yes, it is.

18 MS. BERLIN: We'll be finished

19 shortly.

20 THE WITNESS: I don't know what that

21 means when a lawyer says that.

22 MS. BERLIN: Right. I know. That's

23 always a dangerous --

24 THE WITNESS: One more question.

25 MS. BERLIN: Yeah.

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1 THE WITNESS: Yeah.

2 MS. BERLIN: I'm going to try to

3 really get it to the end.

4 (Thereupon, Plaintiff's Exhibit 6

5 was marked for identification.)

6 BY MS. BERLIN:

7 Q. So let's see here. I'm going to show

8 you what I've marked as Exhibit 6. And again, I

9 didn't print out the entire Profile Solutions

10 Twitter account with all of your various Tweets,

11 but I'm showing you Exhibit 6, okay? And -- and

12 this is a Tweet from Profile Solutions.

13 Do you see that?

14 A. Yes.

15 Q. Okay. And this is from -- do you see

16 the date of February 12, 2019? Look at the bottom

17 under the picture.

18 A. I see it.

19 Q. Okay. And do you see the reference

20 says, "Eswatini increases cannabis development.

21 King Mswati calls on Trump to help Africa play

22 bigger role at the UN."

23 Do you see that?

24 A. Yes.

25 Q. Okay. So you would agree with me,

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1 though, that Eswatini, cannabis is always -- has --

2 was at the time of this release and still is not

3 legal in Eswatini, yes or no?

4 A. I don't know if -- I don't know the --

5 the current status, but it wasn't legal at that

6 time.

7 Q. Okay. There was no cannabis

8 development in Eswatini in 2019, correct?

9 A. I -- I have no idea. I didn't -- I

10 mean, I didn't do this Tweet.

11 Q. Okay.

12 A. This is definitely not me.

13 Q. So this would have been Mr. Baker?

14 A. Definitely.

15 Q. And you would have gotten -- and you

16 said -- testified before he was getting things from

17 your press releases?

18 A. No. It Wall street Bulletin. I have

19 no idea who Wall Street Bulletin is. That's --

20 that looks like the originator of that information.

21 Q. Okay.

22 A. I don't know.

23 Q. I --

24 A. I don't know. I -- he didn't get that

25 from me, definitely didn't get that from me.

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1 Q. He didn't get this from you?

2 A. No. No. No.

3 Q. Okay. And I -- I will proffer to you

4 that the link for the Wall Street Bulletin is not

5 like a third party making this representation about

6 Eswatini increasing cannabis development.

7 So where did -- if you're claiming it

8 was Mr. Baker, you're claiming Mr. Baker, who's a

9 third party --

10 A. Yeah.

11 Q. -- that he just came up with this, and

12 he invested it on his own?

13 A. What do you mean "invented"? I -- I

14 never -- I never provided that information to him.

15 Q. So he decided to --

16 (Simultaneous conversation.)

17 BY MS. BERLIN:

18 Q. Okay. So where would Mr. Ba- --

19 Mr. Baker on his own decided to just draft a Tweet

20 about Profile Solutions.

21 Is that the testimony?

22 A. Yeah. Yes.

23 Q. Yeah. And when you saw it on -- did

24 he -- did she show the -- did he show the Tweets to

25 you? He e-mailed them to you.

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1 A. Probably. Probably. Probably.

2 Q. Yes. And so if you didn't draft this

3 --

4 A. Right.

5 Q. -- and you don't know where it came

6 from, why didn't you -- did you ask Mr. Baker, like

7 hey, why did you unilaterally draft this?

8 A. He probably -- he probably sent it to

9 me.

10 Q. Okay.

11 A. Okay.

12 Q. And then you posted on Twitter?

13 A. He posted on Twitter.

14 Q. Okay. He posted on your account on

15 Twitter?

16 A. Yeah. He did it all the time.

17 Q. Okay. And after he sent it to you,

18 and when he sent it to you, did you tell him not to

19 post it?

20 A. I didn't tell him anything.

21 Q. Did you question where he got the

22 information?

23 A. I think he gave the source there, Wall

24 Street Bulletin.

25 Q. Okay.

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1 A. I -- I think he gave -- I think he

2 gave -- if I remember correctly, I think he gave it

3 to -- I think he sent it to me, the article.

4 Q. I'm, again, proffering to you. I'm

5 trying to help --

6 A. Okay.

7 Q. I'm proffering to you that that --

8 this Wall Street Bulletin is not something that

9 said Eswatini increases cannabis development, okay?

10 Let's assume -- so I -- don't take my word for it,

11 but assuming that that's the case --

12 A. Right.

13 Q. -- okay, you didn't ask when you got

14 this from Mr. Baker where he got this information,

15 you just allowed him to post it on your Twitter

16 account?

17 A. I didn't allow him or not allow him.

18 He posted it on my Twitter account.

19 Q. You gave him your log-in information.

20 A. Right.

21 Q. It's your Twitter account.

22 A. Right. Right.

23 Q. Right?

24 A. Right.

25 Q. And it's your account. You can delete

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1 things, correct?

2 A. I guess. I guess. You're right. No,

3 I'm not -- I'm not --

4 Q. It's your Twitter account. You agree

5 with me, yes?

6 A. I'm not disagreeing with you.

7 Right.

8 Q. So my question is, did you ask -- did

9 you tell Mr. Baker he could not post this?

10 A. I didn't tell him anything.

11 Q. You didn't tell him anything? Okay.

12 And Mr. Baker has no position at

13 Profile Solutions, correct?

14 A. I don't know that it's my personal

15 Twitter account either. I think it's the company's

16 Twitter account. I think that's his account. It

17 might have my e-mail and phone number.

18 Q. Yeah. You --

19 A. But it's the -- it's the -- it's the

20 company's Twitter account. That's the only thing,

21 I was on that Twitter account. The stuff on

22 Profile is the company's Twitter account.

23 Q. Mr. Tucker --

24 A. Yes.

25 Q. -- you created the Pro- -- the Twitter

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1 account.

2 A. On behalf of Profile.

3 Q. Just listen to me and answer yes or

4 no. You created the Twitter account, yes or no?

5 MR. PERRY: Form.

6 BY MS. BERLIN:

7 Q. You created the Twitter account,

8 correct?

9 A. Yes. Yes.

10 Q. You created this Twitter account using

11 your personal phone number, correct?

12 A. Yes.

13 Q. You created the Twitter account using

14 your personal e-mail account, correct?

15 A. It's the only e-mail I had.

16 Q. Is that a yes?

17 A. Yes. Yes.

18 Q. And you named your Twitter -- the

19 account that you created --

20 A. Right.

21 Q. -- and you maintained, you named it

22 the Profile Solutions, Inc., correct?

23 A. Right, because it was Profile's.

24 Q. You cre- --

25 A. I'm not understanding what your

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1 question is.

2 Q. Mr. Tucker, answer the question.

3 A. Okay.

4 Q. You created the password for the

5 Twitter account, yes?

6 A. Yes.

7 Q. Now, Mr. Tucker, the -- and at all

8 times, you had the ability to delete and control

9 this Twitter account?

10 A. Yes.

11 Q. And you still do, yes?

12 A. I never even thought about it, but

13 yes. I didn't think about this a whole lot.

14 Q. And that -- again, I'm not showing you

15 every single Tweet because your Twitter account

16 speaks for itself. It is still active. You have

17 not deleted it, correct?

18 A. I didn't know that.

19 MR. PERRY: Objection to the form.

20 THE WITNESS: No, no. I -- he -- I --

21 he -- I'm not -- I'm not debating with you.

22 I'm just saying I didn't know that it was

23 up or not up. I never thought about it.

24 BY MS. BERLIN:

25 Q. Have you ever deleted it?

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1 A. No. I didn't personally delete it,

2 no.

3 Q. Okay. And Mr. Baker was not a

4 shareholder of -- of Profile Solutions?

5 A. Yes. He has shares.

6 Q. How many shares did he have?

7 A. I have no idea. But he had shares. I

8 remember him getting shares.

9 Q. Who gave him shares?

10 A. The company. His work. Part of his

11 agreement.

12 Q. At what time?

13 A. During this time, he had shares. He

14 had shares in his agreement. I don't remember

15 exactly how many shares or what date he had his

16 shares, but he had shares in his agreement.

17 Q. Okay. And so it's your testimony

18 sitting here, and -- you're pos- -- you're positive

19 that Mr. Baker had shares in -- let's go back to

20 this Exhibit 6 -- February 12, 2019 that Mr. Baker

21 held shares in Profile Solutions?

22 A. I'm not saying I'm positive, but I

23 believe he had shares. I'm not -- I'm not

24 positive.

25 Q. Okay.

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1 A. I would look at the shareholders, but

2 I believe he had shares. I -- I can't swear to it,

3 but I believe he had shares.

4 Q. Okay. But you don't know?

5 A. I believe he had shares.

6 Q. So you understand you're here

7 testifying under oath. If --

8 A. Yeah. Yeah.

9 Q. -- I ask you a question and you say

10 yes, I understand that you mean yes. If you don't

11 recall or you don't know, one of the first

12 instructions is just say I don't know.

13 Do you understand?

14 A. Okay. Okay.

15 Q. Do you understand, yes or no?

16 A. Yes. Yes, I do.

17 (Thereupon, Plaintiff's Exhibit 8

18 was marked for identification.)

19 BY MS. BERLIN:

20 Q. So Profile Solutions -- this is

21 Exhibit 8. It's another of the Tweets on your

22 Profile Solutions account.

23 Will you give one to the court

24 reporter, please?

25 A. Sure.

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1 Q. Thank you.

2 THE REPORTER: Thank you.

3 BY MS. BERLIN:

4 Q. Exhibit 8, do you see this is posted

5 June 11, 2019?

6 Do you see that?

7 A. Yes.

8 Q. And we see that it states, "PSIQ

9 closes a deal to acquire license to prepare land to

10 grow, cultivate, distribute an export Israel

11 medical cannabis."

12 Do you see that?

13 A. Yes.

14 Q. And so -- and it -- it's actually

15 attaching to a press release.

16 Do you see that?

17 A. Yes.

18 Q. And I will proffer to you that it is

19 the press release I showed you earlier that is

20 Exhibit 7.

21 Do you recall seeing that?

22 A. Yes.

23 Q. So and in that press release, you

24 recall we looked at it together?

25 A. Yes.

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1 Q. So Exhibit 8 links to -- this Tweet

2 links to the press release where you -- that you

3 drafted that discloses the legal status of cannabis

4 in Israel; correct?

5 A. Yes.

6 Q. Okay. And you did not do the same

7 thing with respect to your post about Profile

8 Solutions in Eswatini, correct?

9 MR. PERRY: Objection to the form.

10 THE WITNESS: Yes.

11 BY MS. BERLIN:

12 Q. I'm sorry. The answer -- you talked

13 over each other at the same time. You said "yes"?

14 A. Yes.

15 Q. You can set that aside. And you

16 understand that your Twitter account is evidence,

17 correct?

18 MR. PERRY: Objection to form.

19 BY MS. BERLIN:

20 Q. Do you understand that, yes or no?

21 A. Yes.

22 Q. And you have been seeing that -- the

23 Tweets and posts today, correct?

24 A. Yes.

25 Q. Okay. And do you have any intent at

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1 this time to delete that Profile Solutions Twitter

2 account or take it down?

3 A. I'd like to now -- I didn't even know

4 it was up. I'd like to take it down, unless I'm

5 not allowed to take it down. If I'm allowed to

6 take it down. If I'm allowed to take it down, I

7 will take it down. I didn't know it was up.

8 Q. So again, do you plan to take it down

9 as a le- -- that Profile Solutions Twitter account?

10 A. If my counsel says I can legally take

11 it down, I am taking it down.

12 Q. Don't tell me about any of your

13 conversations with your counsel.

14 A. I don't know if I'm allowed to. I --

15 I haven't -- I don't know how to answer your

16 question.

17 Q. Okay.

18 A. I would like to take it down, yes.

19 Q. Okay. But you don't know if you will,

20 you're going to speak to your counsel; is that

21 correct?

22 A. If I am allowed to, I will.

23 Q. Okay. And why is that?

24 A. Because I don't want these things up

25 anymore. I don't --

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1 Q. Why?

2 A. Because -- because there's things that

3 were posted, you know, on my Twitter that I didn't

4 do, and now I'm being asked about it. I didn't

5 post these things. These are not my postings.

6 Q. Okay. They are -- you've testified

7 already that you -- either you posted them or

8 Mr. Baker posted them --

9 A. The ones you showed me --

10 Q. -- based on your press releases,

11 correct?

12 A. Right. The ones you showed me are not

13 ones that I posted.

14 Q. Okay. They're on your account.

15 A. I got it. I understand.

16 Q. So and -- and you have known that --

17 you have known about your own Twitter account in

18 the name of Profile Solutions since the day you

19 created it.

20 Agreed?

21 A. Correct. Yes.

22 Q. And you know what's on the Twitter

23 account, yes?

24 A. I -- I should have taken it down. I

25 didn't think about it.

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1 Q. My question is, you --

2 A. Yes. Yes.

3 Q. -- have known what's on there. Every

4 time something's posted, you know?

5 A. Yes. Yes.

6 Q. All right. Who's Larry Orlaf (ph)?

7 A. I have no idea.

8 Q. You don't know?

9 A. No.

10 Q. Do you have a YouTube account?

11 MR. PERRY: I'm sorry. I didn't hear

12 what you said.

13 BY MS. BERLIN:

14 Q. Do you have a YouTube account?

15 A. I don't think so.

16 Q. And when I say "you," I'm not being

17 cute like you tried to with the Twitter where you

18 were like oh, I created the account, but it doesn't

19 belong to me, it belongs to Profile Solutions, so

20 let me be clear.

21 MR. PERRY: Objection -- objection to

22 form.

23 BY MS. BERLIN:

24 Q. When I say do you have a YouTube

25 account or do you have a Reddit account or do you

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1 have and I fill in the blank social media account,

2 that could mean it's an account you created in the

3 name of one of -- of a different entity.

4 Do you understand?

5 A. Yes.

6 Q. Okay. So have you ever created or

7 maintained any YouTube account?

8 A. I don't think so.

9 Q. Okay. You agree with me that

10 generally when people put out statements and

11 representation about a company, it impacts the

12 stock price?

13 MR. PERRY: Objection to form.

14 BY MS. BERLIN:

15 Q. Agreed or not?

16 A. Agreed. In they are.

17 Q. But not just in theory?

18 A. Sometimes it doesn't. Sometimes

19 there's absolutely nothing.

20 Q. But the purpose of when a company puts

21 out statements so when you put out statements about

22 Profile Solutions, you understand that the

23 statement that you're putting out in a press

24 release or in a Tweet can impact the stock price of

25 the Profile Solutions shares, correct?

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1 MR. PERRY: Objection to form.

2 BY MS. BERLIN:

3 Q. Do you understand that, yes or no?

4 A. Yes. Yes.

5 Q. And you understand it at the time that

6 these representations are being made?

7 A. Yes.

8 Q. Let's go back to your answer. Do you

9 still have it in front of you? It was Exhibit 5.

10 I can give you another copy. I might have taken

11 yours.

12 A. We have it.

13 Q. Let's look at your affirmative

14 defenses. Can you turn to that page I told you

15 about before near the end?

16 A. I think -- I think you were saying

17 Page 52? Is that what you're talking about, 51?

18 52?

19 Q. Do you see the heading that says

20 "Affirmative Defenses"?

21 A. Okay. 51.

22 Q. Yeah? Page 51. Okay. So let's look

23 at the second affirmative defense, all right?

24 Do you see it?

25 A. Yes.

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1 Q. Read it aloud, please.

2 A. "The commissions claims are barred in

3 whole or in part because Mr. Tucker acted in good

4 faith at all material times and in conformity with

5 all applicable federal" -- federal "statute,

6 including the Securities and Exchange Act and all

7 the federal rules and regulations" prolong- --

8 "promulgated thereunder."

9 Q. Okay. So tell me how did you act in

10 good faith with respect to the allegations of the

11 complaint against you?

12 MR. PERRY: Object to the extent it

13 calls for a legal conclusion.

14 MS. BERLIN: I'm not asking for a

15 legal conclusion.

16 THE WITNESS: All right.

17 BY MS. BERLIN:

18 Q. You understand what the words "good

19 faith" mean? Mr. Tucker --

20 A. Yeah, I mean, I'm -- I'm trying to

21 under- -- no. I -- I --

22 Q. You don't understand what the words

23 "good faith" mean?

24 A. I -- I think -- I think everything I

25 did was in good faith. I don't think I did

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1 anything in bad.

2 Q. Why -- tell me what evidence -- what

3 steps did you take, okay, to -- to engage -- you've

4 read the complaint against you, correct?

5 A. Yeah. Yes.

6 Q. So tell me what good faith efforts did

7 you make to in- -- in connection with the

8 allegations, the misconduct alleged against you?

9 A. Okay. Initially I had no knowledge

10 about Eswatini, or initially I had no knowledge

11 about cannabis and anything in Eswatini until this

12 whole thing happened. But after we got the initial

13 letter, you know, then I was involved. You know,

14 Danny introduced me to the parties. I spoke

15 directly -- I met the two princes. I spoke to them

16 directly.

17 Both of them told me you're definitely

18 getting the license, that this is the process, one

19 being the king's brother, one being the king's son.

20 Met with them in Florida. Met with them in Oregon

21 to show them operations where they reaffirmed that

22 we were getting these licenses.

23 Danny invited me to go to Eswatini,

24 and I went with Dan to Eswatini with people from

25 another public company, Stem Holdings, okay, who

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1 also believed we had the preliminary approval who

2 put up $2 and a half million in escrow towards this

3 license.

4 We met with the attorney general, you

5 know, in there in Eswatini. We met with the prime

6 minister. We met with the minister of health, all

7 of them assuring us we're getting a license. They

8 took us to the property that we were going to be

9 able to grow. They took us to the building that we

10 were going to be able to have our offices.

11 The director of operation, I believe

12 it was, for Stem Holdings went there also. They

13 asked us to prepare the actual licenses because

14 they did not have licenses, and the representative

15 from the Stem Holdings prepared the licenses.

16 I saw the licenses, I met with the

17 people. I -- I don't know what else I -- I -- I

18 could have done to assure that I was acting

19 properly in my role.

20 Q. So you attended lots of meetings,

21 right?

22 A. The -- a -- this was the ones I met,

23 yes. Yeah.

24 Q. So many opportunities to ask

25 questions, correct?

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1 A. Oh, yeah, absolutely.

2 Q. So many conver- -- at least some of,

3 what, 100, maybe 100 hours of conversations between

4 everything you've just described?

5 MR. PERRY: Objection to form.

6 (Simultaneous conversation.)

7 THE WITNESS: I don't know. Not even

8 -- I don't know how many hours.

9 BY MS. BERLIN:

10 Q. 50? 30?

11 A. Okay. I don't know --

12 Q. Okay.

13 A. -- probably.

14 Q. Yeah? And it never came up that

15 cannabis in this entire operation was not legal in

16 Eswatini?

17 A. No. I found out that it was illegal,

18 and that -- and that's what they were doing. They

19 were making it legal, you know, with our licensing,

20 and that's why the king had to sign off on it,

21 which we were told the king is going to approve

22 this. That's what -- that's what we were led to

23 believe. That's what we were told.

24 Q. That's what -- did the king -- so wait

25 a second. So if the king -- when the king of

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1 Swatin- -- of Eswatini, when he testifies in your

2 trial, he's going to say that he told you that

3 he --

4 (Simultaneous conversation.)

5 BY MS. BERLIN:

6 Q. -- the law?

7 A. I never met the king. I've met the --

8 I never met the king. I never said I met the king.

9 I met the two princes. That's who I met, the two

10 princes.

11 Q. What are their -- which princes? Tell

12 me their names. Which princes told you that the

13 king -- and they told you, if I understand

14 correctly, that the king --

15 A. And I have it in my text, which --

16 which you have also.

17 Q. Just listen to me, please.

18 A. Yeah.

19 Q. Let me ask a question.

20 A. Okay.

21 Q. The pri- -- is it -- am I

22 understanding you correctly, that the two princes

23 of Eswatini told you that the king could create

24 laws in Eswatini that was making cannabis legal,

25 and that he was creating that law?

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1 A. That parliament would create law, and

2 the king would approve it.

3 Q. Right. So it's par- -- I just want to

4 make sure you understood.

5 A. Right.

6 Q. It's parliament. It's not the king

7 that creates the law. You understood that.

8 A. Right.

9 Q. And you understood that then?

10 A. Right.

11 Q. Yes?

12 A. Right.

13 Q. Okay. So but it didn't happen. So

14 let's just get to -- you agree with me it never

15 happened, there's never been a law that -- that

16 cannabis is legal?

17 A. I -- I haven't -- I haven't followed

18 it recently, but, you know, when I was involved, it

19 was never approved.

20 Q. It was never a law.

21 A. Right. Right. Right.

22 Q. Okay. So and you knew that. During

23 all these meetings, you knew it's still not legal

24 in Eswatini?

25 A. Right. We knew the government had to

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1 approve it.

2 Q. Right. And you knew that parliament

3 had to do it, yes?

4 A. Yes. Absolutely.

5 Q. Okay. So and you knew that that had

6 not occurred?

7 A. Right.

8 Q. You knew all of that, yes?

9 A. Right. Right. Not initially, but I

10 came to learn that, yes.

11 Q. Yeah. And there were a lot of

12 conversations about it, yes, internally?

13 A. All -- all the same.

14 Q. But there were -- just answer the

15 question. Were there a lot of --

16 A. Yes.

17 Q. -- conversations about --

18 A. Yes. Yes. Many, many conversations.

19 Q. -- it that you had?

20 A. Yes.

21 Q. Because it was very important,

22 correct?

23 A. Yes.

24 Q. Critical?

25 A. Yes.

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1 Q. Because there's no profits to come

2 from Eswatini with -- with Profile Solutions if

3 cannabis remains illegal, yes?

4 A. Correct. Absolutely.

5 Q. So all these conversations are

6 happening so important, but you never once included

7 that single line in any of the press releases you

8 drafted about Profile Solutions in Eswatini, agreed

9 or no?

10 A. Nobody told me to do that.

11 Q. Just --

12 A. No -- no one did it. No one -- no one

13 did it.

14 Q. Mr. Tucker --

15 A. I was not the decisionmaker.

16 Q. -- I am not asking that. You're --

17 you're pivoting an answer, something I'm not

18 answering. Answer the question.

19 My question is, this was so important,

20 you had all of these conversations internally. You

21 knew it, right?

22 A. Right.

23 Q. You knew it wasn't legal in Eswatini.

24 Agreed?

25 A. Right.

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1 Q. And you agree with me that that was a

2 critical fact that would affect profitability of

3 Profile Solutions, yes or no?

4 A. Yes.

5 Q. It would affect the stock price of

6 Profile Solutions, yes or no?

7 A. Possibly. Possibly.

8 Q. Really?

9 A. Yeah. Yes. Yes.

10 Q. Yes, it would?

11 A. Yes. Not -- not necessarily.

12 Q. And it would affect the profitability

13 of the overall business, yes or no?

14 A. Not necessarily.

15 Q. It wouldn't? So --

16 A. No. It might not be profitable.

17 Q. Mr. Tucker, you drafted press releases

18 about Profile Solutions possibly doing business in

19 Eswatini.

20 A. Correct.

21 Q. And you posted those or you -- you

22 gave them to Mr. Baker to do Tweets about or to

23 distribute because it was important information

24 about Profile Solutions?

25 A. Correct.

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1 Q. Okay.

2 A. Right.

3 Q. And in none of those press releases --

4 and I'm not asking you whose decision it was. In

5 not a single press release you ever drafted did you

6 disclose the fact that it wasn't legal in Eswatini

7 to have cannabis?

8 A. Correct.

9 Q. But you did it for other countries

10 like Israel where it was legal, yes?

11 Yes or no?

12 MR. PERRY: Objection to form.

13 THE WITNESS: I guess so. I guess so.

14 BY MS. BERLIN:

15 Q. Well, you looked at it earlier. Do

16 you remember?

17 A. Okay. Yeah.

18 Q. So if it was legal and -- and

19 beneficial to Profile Solutions, then you disclosed

20 it in a press release, yes?

21 MR. PERRY: Objection to form.

22 THE WITNESS: No, we put it as subject

23 to government approval. I guess those are

24 --

25 (Simultaneous conversation.)

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1 BY MS. BERLIN:

2 Q. Okay. Let's stop and go back.

3 A. Okay.

4 Q. We're going to pull it up again.

5 A. Okay.

6 Q. We keep looking at it.

7 A. Okay.

8 Q. We're going to show you one more time.

9 The press release --

10 MR. PERRY: Objection.

11 BY MS. BERLIN:

12 Q. -- that you drafted for Israel -- I'm

13 handing it to you again.

14 A. Okay.

15 Q. Exhibit 7. Turn to Page 2. Do you

16 see the heading, "Israel's Position on Cannabis"?

17 A. Yes.

18 Q. And here you disclose the fact that --

19 you cite the law "The Dangerous Drug Ordinance of

20 January 27th, 2019."

21 Do you see that?

22 A. Yes.

23 Q. You drafted that. And then you say,

24 "This approval enables farmers to export medical

25 cannabis."

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1 You see that?

2 A. Yep.

3 Q. And it says, "The law conditions

4 growing cannabis on a health ministry license."

5 You see that?

6 A. Yes.

7 Q. Okay. So you provide a whole

8 paragraph here about how its legal in Israel, but

9 you need a license, correct?

10 A. Yes.

11 Q. You even cite the law.

12 A. Yes.

13 Q. Okay. So again, Mr. Tucker, when it

14 was legal in the country that Profile Solutions was

15 doing business in, when cannabis was legal in that

16 country, you included that fact in the press

17 release.

18 Agree or not?

19 A. I agree.

20 Q. But when it wasn't legal in the

21 country like with Eswatini, you did not include it.

22 Agree?

23 A. No. No, because we put subject to

24 government approval. That's what that -- that's

25 the wording that we put. I don't know what to tell

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1 you. That's what we put.

2 Q. Mr. Tucker, the Eswatini press

3 releases, you agree with me, they speak for

4 themselves?

5 A. Yes.

6 Q. They are what they are, aren't they?

7 A. Yes. Yes.

8 Q. And there's not a single one that is

9 going to say that it is not legal in Eswatini, that

10 cannabis is not legal in Eswatini.

11 You agree with me or not?

12 A. Yes. Yes.

13 Q. You never put that in there?

14 A. No.

15 Q. Did you ever put in a press release

16 about the Eswatini deals or about Eswatini and

17 Profile Solutions, did you ever put in a single

18 press release or Tweet that cannabis was not legal

19 in Eswatini?

20 MR. PERRY: Objection. Asked and

21 answered.

22 THE WITNESS: We put subject to

23 government approval. What can I tell you?

24 BY MS. BERLIN:

25 Q. Please answer the question.

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1 A. No. No. No, I did not.

2 Q. I know you want to talk about other

3 things, but I want to leave.

4 A. You're right. No. No.

5 MR. PERRY: He just answered the

6 question.

7 BY MS. BERLIN:

8 Q. Answer the question. I'm going to ask

9 it again because I want a clear answer, and it's

10 not clear to me.

11 Yes or no?

12 A. No.

13 Q. You -- in every press release for

14 Profile Solutions where it references Eswatini, you

15 never disclosed that cannabis was not legal in

16 Eswatini; is that correct?

17 A. Correct.

18 Q. Now, let's continue looking at your

19 affirmative defenses. Could you please go there.

20 A. I don't have it in my...

21 Q. I'm going to give it to you again.

22 51. I think I took it from you, I'm sorry. 51.

23 Look at your third affirmative defense. You say

24 there's no reasonable likelihood that any violation

25 will be repeated.

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1 Do you see that? It's on Page 51.

2 A. Okay. I have Page 51. What am I

3 looking at?

4 Q. Do you see where your affirmative

5 defense is that there's no reasonable likelihood

6 that a violation will be repeated?

7 A. Yes.

8 Q. Mr. Tucker, you continue working

9 exclusively for publicly traded entities who have

10 penny stocks.

11 Agreed?

12 A. Yes.

13 Q. And you continue drafting press

14 releases. You've testified you have the Twitter

15 accounts for those as well.

16 Yes or no?

17 A. Some of them, yes.

18 Q. Let's look at your fourth. You claim

19 that any violation was isolated or unintentional.

20 Do you see that?

21 A. Yes.

22 Q. How many years did you work at Profile

23 Solutions?

24 A. A -- a years and a half or something.

25 Two years.

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1 Q. Okay. How many -- how many press

2 releases did you draft about potential -- Es- --

3 about Eswatini and Profile Solutions?

4 MR. PERRY: Objection to form.

5 BY MS. BERLIN:

6 Q. If you remember.

7 A. I think there were like two or three

8 or something like that.

9 Q. Okay. And then also the Tweets,

10 correct?

11 A. Correct.

12 Q. And would you agree with me that that

13 conduct where there are Tweets or press releases

14 going out, it covers about -- it expands at least a

15 year?

16 A. Correct.

17 Q. Let's look at your fifth affirmative

18 defense. Well, we -- I think we've covered that.

19 Let's look at your sixth affirmative defense. Do

20 you see that? And you see your seventh affirmative

21 defense, where you're claiming this is a selective

22 prosecution --

23 A. Yes.

24 Q. -- motivated by arbitrator unjust

25 consideration.

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1 Do you see that --

2 A. Yes.

3 Q. -- in your seventh affirmative

4 defense?

5 A. Yes.

6 Q. Mr. Tucker, is it true you are not

7 privy to the SEC's investigation or decisionmaking,

8 correct? Mr. Tucker.

9 A. I'm not -- I'm not privy to -- no.

10 Q. You have no idea, and you under- -- do

11 you understand that when cases are brought by the

12 SEC and they are decided if there's a vote by the

13 five commissioners of the Securities and Exchange

14 Commission?

15 Do you understand that?

16 A. I -- I -- no. I don't know the

17 procedure.

18 Q. Okay.

19 A. I'm not denying you.

20 Q. Well, what evidence do you have to

21 support your allegation that the commission, the

22 Securities and Exchange Commission, a federal

23 agency, engaged in selective prosecution motivated

24 by arbitrary or unjust considerations.

25 Why do you have -- why would you plead

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1 that?

2 A. I am absolutely under the belief that

3 what happened to me 35, 40 years ago with F.D.

4 Roberts Securities is being held against me today.

5 Q. And so, but Mr. Tucker, my -- my

6 question isn't about your personal beliefs or your

7 personal feelings.

8 A. You asked me why do I believe that --

9 (Simultaneous conversation.)

10 BY MS. BERLIN:

11 Q. You put this in the legal pleading,

12 okay? I'm asking you about evidence. Do you have

13 any evidence that when the five commissioners voted

14 to bring a case against you, that we are now taking

15 a deposition in, that those five commissioners of

16 the Securities and Exchange Commission made a

17 decision that was arbitrary or unjust?

18 A. I do.

19 Q. What's the evidence?

20 A. When -- when I the everyday, the whole

21 like first page is all about F.D. Roberts

22 Securities, so that's why I believe that had some23 -- something to do with their opinion of whether

24 the --

25 (Simultaneous conversation.)

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1 BY MS. BERLIN:

2 Q. My question is not about --

3 A. Well, that's my answer.

4 Q. Okay. But let me explain. My

5 question is not about the complaint that I drafted,

6 okay --

7 A. Okay.

8 Q. -- or the background material that's

9 about your background, okay? My question is about

10 when the commission -- five commissioners of the

11 SEC voted to bring this case against you, yes or

12 no, do you have any evidence of what they even

13 considered?

14 A. That's my -- the background

15 information that I guess you provided is -- was

16 used as a basis for them to go after me, because I

17 -- all I did was work for this company.

18 Q. Mr. -- Mr. Tucker, do you have --

19 A. Yeah.

20 Q. -- evidence of that or are you just

21 speculating?

22 A. That's my belief. That's my belief.

23 Q. Okay.

24 A. That's my belief.

25 Q. I'm not asking about your belief.

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1 Mr. Tucker, what I'm trying to get at --

2 A. Yeah.

3 Q. -- is the government meetings where

4 they decide what cases to bring and not are

5 nonpublic.

6 A. Okay.

7 Q. You've made allegations about how the

8 SEC made its decision. I'm asking you, do you have

9 inside -- do you have information about what the

10 commission considered and how they reached their

11 decision, yes or no?

12 A. No.

13 Q. So you have nonpublic information

14 about the SEC's investigation, correct?

15 A. Correct.

16 Q. You have no inside nonpublic

17 information about what the five commissioners of

18 the SEC deliberated or decided on, correct; is that

19 correct, or do you?

20 A. I still stand by this statement.

21 Q. Mr. -- just Mr. Tucker --

22 A. Yeah.

23 Q. -- okay? I'm asking you a question.

24 Answer what I'm asking, please.

25 A. Okay.

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1 Q. Do you have evidence, yes or no?

2 A. No. No.

3 Q. Okay. You have your feeling and

4 speculation, and that's it, correct, yes or no?

5 A. I have -- I guess I have no evidence.

6 I have my belief.

7 Q. Okay. We're finished. Set that

8 aside. And actually, let me -- let me show you my

9 copy for the eighth one. So in your eighth copy,

10 you're -- you make a reference to exculpatory

11 evidence. Do you see that? Do you see the

12 reference to "exculpatory"? I can point it out to

13 you if it's easier.

14 Do you see the word?

15 A. Yes.

16 Q. What are you referring to? What

17 exculpatory evidence is there?

18 MR. PERRY: Objection. Calls for a

19 legal conclusion.

20 BY MS. BERLIN:

21 Q. I'm not asking you for a legal

22 conclusion. Do you know what that means,

23 "exculpatory evidence," meaning evidence that shows

24 you didn't engage in the conduct. What are you

25 referencing in your eighth affirmative defense

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1 fact-wise? Which documents? What evidence?

2 Please identify them.

3 A. Stem Holdings, a -- a public company

4 pops up with a Profile Solutions partner of the

5 transaction, had the same press release, made the

6 same representations, you know, in public filings,

7 in press releases, an no action was taken against

8 Stem Holdings.

9 Q. Okay. Is that it?

10 A. Yeah.

11 Q. Okay. And you don't know if

12 there's -- you're not public -- you understand the

13 SEC is a federal law enforcement agency, correct?

14 Do you?

15 A. Yes.

16 Q. And you understand that investigations

17 are not public, correct?

18 A. Yes.

19 Q. You have no idea what, if any,

20 investigations have occurred or are occurring with

21 respect to Stem Holdings or any other entity in the

22 United States.

23 Isn't that true?

24 A. What I do know there's no charges

25 against them, yes.

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1 Q. Just answer the question.

2 A. Yes. Yes.

3 Q. You have no idea.

4 A. I have no idea.

5 Q. It's again, speculation and feelings,

6 correct?

7 A. Yes.

8 Q. Just one moment.

9 MS. BERLIN: I have no questions.

10 We're done.

11 MR. PERRY: I have one question. Just

12 want to ask for clarity.

13 CROSS-EXAMINATION

14 BY MR. PERRY:

15 Q. If you look at the seventh affirmative

16 defense, Mr. Tucker, it says that the commission's

17 decision --

18 MS. BERLIN: Hold on. Just a moment,

19 let me give it to him. I took his copy.

20 MR. PERRY: In Exhibit 5.

21 MS. BERLIN: Here you go.

22 THE WITNESS: Which one we're on?

23 BY MR. PERRY:

24 Q. Seventh defense. It's commission's

25 decision to file this amended complaint because

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1 Mr. Tucker, while not bringing civil charges

2 prosecuting another similarly situated entity for

3 the same allege offenses is a selective

4 prosecution.

5 Does that relate to Stem Holdings?

6 A. Yes, it does.

7 Q. Okay. So in order to clarify your

8 previous answer, the seventh affirmative defense is

9 based on the -- your understanding the commission

10 --

11 (Simultaneous conversation.)

12 MS. BERLIN: I'm objecting that this

13 is leading.

14 MR. PERRY: Yeah. Yeah, like --

15 MS. BERLIN: I get it. You're

16 referring your seventh affirmative defense

17 to Stem Holdings?

18 THE WITNESS: Yes.

19 MS. BERLIN: Understood.

20 MR. PERRY: I have no further

21 questions.

22 MS. BERLIN: I think we're done.

23 THE VIDEOGRAPHER: We're off the

24 record. The time is 2:11 p.m.

25 (Thereupon, deposition was concluded at 2:11 p.m.)

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CERTIFICATE OF REPORTER

STATE OF FLORIDA )

) SS.

COUNTY OF DADE )

I, Ashley Munoz, Registered Professional

Reporter, Florida Professional Reporter, do hereby

certify that I was authorized to and did

stenographically report the deposition of Leonard

Tucker; that a review of the transcript was not

requested; and that the foregoing transcript, pages

1 through 184, is a true record of my stenographic

notes.

I FURTHER CERTIFY that I am not a relative,

employee, or attorney, or counsel of any of the

parties, nor am I a relative or employee of any of

the parties' attorney or counsel connected with the

action, nor am I financially interested in the

action.

DATED this 14th day of June, 2023.

_______________________________________

Ashley Munoz, Registered Professional

Reporter Florida Professional Reporter

 Ashley Muñoz

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CERTIFICATE OF OATH

STATE OF FLORIDA

COUNTY OF DADE

I, the undersigned authority, certify

that Leonard Tucker appeared before me and was duly

sworn.

WITNESS my hand and official seal this

6th day of June, 2023.

_ _ _ _ _ _ _ _ _ _ _ _ _ _

Ashley Muñoz

Notary Public State of Florida

My commission Expires: 03-20-26

 Ashley Muñoz

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