If you read the complaint it says how they did it. An Attorney wrote an opinion letter to the T/A stating that no restricts were on the stock and they should be issued without restrictions when in fact the stock was restricted. What type of restrictions were on the stock and how many original shares did Gendarme have ??? No idea. Restrictions could be for time (1,2,3,4,5,10 years etc), could include only selling a certain percentage of shares per quarter after the time frame was met, could include only selling at a certain PPS, or it could be a combination of all these things. Gendarme and their counsel circumvented these things and illegally sold more then 2.1 billion RCCH shares.
3. Gendarme’s outside counsel for its stock acquisition transactions was Cassandra Armento. Since early 2008, Armento has issued more than 50 opinion letters to stock transfer agents for Pink Sheets companies whose stock Gendarme purchased. The opinion letters falsely claimed that Gendarme was not an “underwriter,” and thus did not intend to distribute the shares. The letters were required for Gendarme to obtain the stock without restrictions on the stock certificates, which allowed Gendarme to easily sell the shares on the public markets. Armento played a necessary and substantial role in Gendarme’s scheme, and thus also violated the securities laws.