water i'll be fine thank you is whether the change in the form of payment in the form estate was material i think that's something that should be left to the trier of fact rather than the trial court there's no doubt materiality as we know it is the next question of fact in law what of the cases that i've read it's the issue is what is material to the investor yes you can see that there is no authority that requires in is for that the other issue is is i think there's no evidence of science or on behalf of dr fan all the evidence that's coming is coming from the free litigation testimony yun see gang which occurred in another investigation of which there's even questions regarding in this ability of that testimony as we pointed out in our brief there was an order to show cause issued by the trial court because there's a lack of court for certification even when the f c c provided those certifications to the court well after the close of discovery well after all the briefs had been submitted there was a in thinking rudy in the amount of papers the corporate certifications that there was two hundred sixty four pages c read reporter certifications there for certification that was produced is different it states a different page let it then the actual transcript which were produced to all the parties in the litigation as well as it's a different page number it's with that without knowing the foundation of the trial desperation doesn't do that lay the foundation element to get that into evidence and it's that testimony which the trial for his used to try to show my client's intent which is entirely i understand that there it's just pure with regard to whether this was a loan or a foreign you've missed something option price and whether endlessly angle will who did the work and someone leaving all that aside what disputes are that with regard to the sale on november the first or seventy six cents a share yes on the same day he's selling shares on the open market for something like a dollar and thirty cents a share in the world is going on the dollar ten the difference was  if you're going to sell it in large chunks they need a discount because of our market value in this company just couldn't sustain that that's why and how large was the block of shares that was sold for one hundred and one hundred ten cents i think it was only ten thousand shares with the chinese government and he did it because he was afraid that he was going to be prosecuted if the monies were not paid he really didn't have anything to guard with regard to what he was going to make his more important thing was if he goes to china he thought he was going to be thrown in jail or something else which i don't recall at this time but he stating that there were there were possible criminal penalties that he would face for the chinese government if the transaction did not complete and it healed the money zealously ordeal plans company all the money to is yes it was clearly done for the consulting services hartford was clearly going to receive up to one point two five million in this transaction the the issues to them and the well you'll want to there was one point  made now and of that that's what i'm told then the story of the turns out to be true is later told and i'm asked does that make any difference to you and your sense of whether this is a company you want to invest in my answer is yes and my answer would be it wouldn't be because the issue is you're hiring this consultant to printing business opportunities in china if you don't change the transaction from his demand that the option first is getting the shares first the work doesn't get that  most important factor the investor in my mind would be are you getting the opportunity is in china or not that's where this company will grow but as soon as i learn all this other stuff i've got it begins the other some squirrelly going on here i'm not sure i'm i want my money th serious but i think that it is actually that the focus is on whether the deal gets done for the companies versus it doesn't it and that's the material issue which means after the decide on rather than the an out of the payment for the different form of the transaction this was a personal theory was that the work was never done and that it was a pure katherine in their initial theory but isn't there present theory on the theory that that that there are certainly sufficiently expressed below is that that that this was just never ellie's became by the point of the sales it wasn't clear before that this was not much of a point should be and therefore the essay registration was just improper but i don't believe this was a capital raising transaction and that's what the usa else really makes it look like one because you have a situation in which the the company was finding the seller doing the paperwork telling them where to send the money to and using it as precisely to pay the compan if mr yang had sent the money directly to harcourt rather than sending it directly to the other entities of which harcourt money will even be here i don't think we would because harper was entitle to receive those funds no matter what the i think the issue there is that that's correct they didn't get the one point two five they got seven hundred fifty four that's how they were going to get their one point two five because they work and they didn't write and then the question is that is that a material issue versus getting action it is in china which is again and in that section five judgment forgetting about the original registration and without regard to whether this change in payment was material and required an amendment that at the time of the sale on the character of the  circumstances the recipient of the stock options for example if the market moves in the favor they can sell it for a profit if it doesn't move in the favor they will sell at all they won't lose anything as this transaction actually because the lack of prepayment in written notice as this transaction was actually set up and implemented ninety but in his subsequent story depends upon in october one thousand nine hundred any payment let me ask you this with respect to the material misrepresentation and say enter under section seventeen and under rule twenty five is it those and on that period it's not it's not the end of the story when we say well maybe he didn't have this intent to mislead at the time filing us the even if the intent to mislead shows up later when he starts to engage in all these security very shortly after the as it was filed to kill those would still be alive in investors minds moreover at least when this is not a situation in which changes in the economy or things just happen to happen if the situation where their own affirmative actions were making what was originally there misleading they were the ones  clear that it's a capital raising venture then you need to write because the question is pushing the capital raising venture back to the beginning you know on the current record whether we could do that as a matter of law that seems to be the hard problem either i mean that he didn't want to sell he didn't understand why he had to sell and he described stand as a quote unquote taking his shares away or so called borrowing his years without taking without returning the shares so that hardly seems consistent with his later i declaration saying that this was all because of a legitimate matter of payment so what i would actually submit that taking a step further back to the entire thing from the beginning was a capital raising transaction and i agree it is the record is far clearer as to as to the respect to the essay that whether or not it's a true essay filing or whether it's something else one of your contentions is that well by the time he ends up selling out any selling it under the control of the company of hard core it turns out to be capital raising ye  which he didn't do if you're so so later on when he starts making these sales through reuben and then using that money to pay off that's owned by the company ok that's essentially providing capital the company one point two five million dollars he's not fulfilled they were placed in obligation with this series of transactions in which various debtors various creditors come here paid off but far less than one point two five million dollars so the movement problem because the consultant is not just a flow through to the public and i was baffled by the first same thing the first because it appears that any of these transaction with capital raising in the sense of the company was going to get my point two five million dollars i gather i mean my french really gathered was that there is simply a legal distinction between getting one point two five million dollars in return for services and getting one point two five million dollars  a notification suddenly the issue we're able to to demand when when he gets the money and in this particular case it ends up doing another highly unusual circumstances this is not in the record but normally in a n s a transaction when you're dealing with employees are you give them options