in the summer time the company right was small was a thriving company in the sense that it had expanded approximate a million dollars to develop a unique drying device chamber like a kiln it was different than a kiln in some respects but it was a viable company with a viable product was a product it was very valuable to the environment reduce the time to dry wood and it did it in a way that saved about twenty percent on energy costs it was a real company mr meihua who is the president of the company and put in over a million dollars in his family to establish a company there are some reference that the company was in need of money that's not true there's no evidence in the record that it was the money all companies run the growth they need working capital so in the normal course of business that they would have to raise additional capital but it was a viable company our law firm went in a substantial amount of time which they were never paid i was brought in c there was enormous there were i believe two hundred thousand exhibits put in by the f c c in connection with this case and i think it really gets down to statements on the on the record i have given certifications i have offered and we had already my offer to take a lie detector test about what i knew and might i didn't know and i think there is a substantial a question of fact or important to the resolution there's one thing that is very obvious in this case and that is  validity of all the facts obviously nobody can disagree with trying to get the truth of everything but the question is is that the law there are no cases cited with all the authorities put in by the government that showed that a that a lawyer is a guarantor of the facts in an opinion and in the case of the work that i did were generally two types of transactions one had to do with the typical one forty four k transaction which are done by the billions  record if the f c c can show you the number but there are very substantial offerings and that's a typical kind of a transaction there were three lawyers very  that were involved in the company before i got there i didn't have experience in the reverse merger they did mr pearson had been involved in over twenty five from what i understand the opinions submitted by these far more experienced lauriers i was not they asked to do a full opinion it came in a very short period of time there was no engagement to do that i never got paid for doing those opinions i look to do opinions talk to both laurier is actually three lawyers about the transaction and i was satisfied that from the experience and the contacts that i had with these people that they could be relied upon you know the seniors were not registered they'd they were issued pursuant to an exemption you know that is correct your statement is please the court i'm alan computed for the united states securities and exchange commission with me here today is jack kaufman and alex django bonnie who represented the f c c before the district court your honor the the central issue in this case is whether or not mr for allowing active with so antar when he wrote to opinion letters saying that the one forty four k exemption apply to unregistered shares of greenstone securities if we just focus on the first seven letters that mr frewen wrote in two thousand and seven and two thousand and eight what's happening there is that greenstone is raising cash by issuing shares to them really group of them early group acting as an intermediary for a green stones turning around selling the shares to the general public and splitting the proceeds with growth with  greenstone that is an offering by the is short that is an offering by the usual one forty four k does not apply to offerings but he is sure it applies to share olders who under the pages thirteen and fourteen of our appendix still sees testimony where he talks about how familiary is discussing his familiarity with mu familiarity with one forty four k on page  brief he specifically says that he is aware that in offering by and he sure is not exempt under one forty four k but that is exactly what is happening here  his raising money through an offering to the public using more than murali group as intermediaries but i still question yes or is it your view that mr foley was acting well use these letters that's representative situation he was acting intentionally that he knew that there was something wrong here or recklessly he your honor he was he was acting intentionally that is that is my position but he at least he did not know the rule one forty four k did not exempt issues by the book offerings by the issuer he was reckless and i would also point out that thirteen eight to thirteen eight three apply even if he acted negligently but keep in mind you look at one forty four k by its terms it says in its terms the rule one forty four k doesn't play to affiliates of  in page twenty eight of our pandemics he admits in testimony that the holding period for one forty four k does not apply if the issuer is receiving new emails to spell out what's happening here they say that green stone is going to generate free trading shares of stock through using convertible notes and how offering schemes you don't want to don't owe a lot of stock on the market at once and drive the price down then what happens is that greenstone sells the shares and you can see in these emails that that green stone was selling shares directly to the morelli group and mr frewen received three hundred and five thousand dollars into his client trust account sale of green stone securities and those or the proceeds of of mr of mr frauleins participation in the fraud and so your honor at the securities and exchange commission lawyer seriously always did i did not know and any transaction in this case that there was any illegality at all any assertion how that one forty four k did not apply well that's not what i said your honor what i what i said whether whether it's applied or did not apply in order for it to be illegal there had to mr computer said that there was a deal that their company was going to issue the shares the shares were issued properly there's nothing wrong with issuing our shares they had a right to do that those those shares were issued properly and there was an agreement that they the people that had the notes that they were going to lend money to the companies nothing was wrong with that that's not illegal there was no conspiracy that the company  your honor that that should be a matter of a trial i mean who knows what it was we have to have testimony is no testimony in this case there's been no hearing was a paper trail so in that the meteor there are people that got to share they were not in immediate they bought those shares belonging to this group of people they had notes and they had a right to convert or and they had a right to lend money to the company which they agreed to do there's nothing wrong with that and certainly i didn't know that there was any conspiracy that the company was going to sell their shares absolutely not i would have never been part of it and