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Wednesday, February 27, 2013 12:31:21 PM
Here's why, contrary to all of Wallace's propaganda exalting Donnelly's pitiful opinion letter:
NONE of Spencer's stock will be sold...
...by Neil Wallace, his parents, the "sheriff," or anyone else.
The IRREFUTABLE reasons why it CANNOT happen are:
1. The proposed sale VIOLATES Federal securities laws, specifically Rule 144 which governs the sale of all restricted stock, REGARDLESS of WHO is doing the selling or the circumstances.
Rule 144 REQUIRES that ONLY FINRA/SEC brokers execute ANY and ALL sales.
Further, Rule 144 does NOT allow Beneficial Owners (those that hold more than 5% of the issued and outstanding) to sell more than 1% of the issued and outstanding per 90 day period. The SEC has this long standing reg in place to protect stockholders from the type of illegal shenanigans that Wallace et al are attempting to pull off. That is only 5M or so shares PER 90 days!
http://geckosystems.com/W_W_W/Appelants_Reply_Brief.pdf
So the sheriff does not have to comply with ALL of Rule 144's regs?
SURE, they do!
BECAUSE:
2. Federal law ALWAYS trumps state law.
Whenever state law conflicts with Federal law, FEDERAL ALWAYS prevails and precludes enforcement of any and all state laws that conflict with Federal laws.
3. GOSY's DE attorney has demonstrated competence MANY times.
Wallace has NEVER collected ANYTHING in the 5 years of his FAILED attempts to collect monies from GOSY and/or the Spencers NOT legitimately earned by him or allegedly due his parents.
Therefore, NONE of Spencer's stock CAN be sold by Neil Wallace, his parents, the "sheriff," or anyone else.
In conclusion, the Spencers will NOT be losing majority control of GOSY since their 51% ownership is in preferred GOSY shares is NOT at risk in ANY manner, or have ANY of their common stock holdings sold, either.
Wallace has chosen to not make public the so called opinion letter he hee haws about being the "end all" solution supporting his position. Of course he won't since his position is INDEFENSIBLE.
facts remain facts-
Mech
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