GLUV Corp (fka GVRP)

[Sec 10]

Excellent post, WTM. Two additional observations:

There were almost certainly statutory violations regarding the sale of unregistered stock. However, those go only to the original sellers of the securities. Once they have entered the marketplace resellers of those shares are held harmless absent scienter.

There is a fairly extensive phone log and e-mail history that would make it very difficult for the original sellers to maintain a defense of misunderstanding of fact, although an interesting liability theory could be developed around the TA's transfer of unrestricted shares to the 11 remaining shareholder accounts prior to the ex date.

As they say: bad cases make good law.