Tuesday, September 20, 2005 9:54:31 AM
I have updated Mr. Bill's template for complaints to state securities divisions--copy and paste below and then adjust accordingly to your personal situation...
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[Fill in personal info here--when bought shares, from what broker, to whom you complained at your brokerage, etc.]
Background: On 5/17/05, at around 9:30AM, one or more insiders of Gluv Corporation, formerly ticker GVRP, who held the ONE tradable share of the 11 shares in existence, began selling FORWARD SPLIT shares they had received early from the transfer agent. All shares sold prior to 5/20/05 were entitled to a 3 MILLION to 1 forward split. The company even in their PR's admits that unidentified insider(s) sold 138,000 shares of stock prior to 5/23. This is the gist of the problem--an insider sold the entire float of the company SHORT 138,000 times and the entire OS of the company 12,545 times. The resolution the company (since renamed "Media Magic", and retickered MAMG) later states as accepted was an acceptance of an additional 3M to 1 forward split which is not present on the NASD site for the insider who sold ONE share 138,000 times, creating so-called "Class B shares" for the insiders. The company also filed post-dated State of Florida filings to attempt to cover the short position an insider held. The company also announced an unsanctioned 3 Million to 1 reverse split which appears on NO NASD sites, creating so-called "Class A" shares for non-insiders. The company claims that there was a shareholders' vote, yet I and many other shareholders were not contacted for such a vote on the share restructuring. Most brokers, including mine, have already reverse split investor's shares ILLEGALLY, given the lack of presence of an official NASD filing. They claim all responsibilities of rule 10b-17 fall to the issuer and claim no responsibility lies with the broker to ensure rule 10b-17 is adhered with prior to the broker acting on the company's and transfer agent's direction. Given this, are we to believe that NO ONE REGULATES the market place? Brokers would have us believe that COMPANIES and TRANSFER AGENTS are capable of doing whatever they wish regardless of whether regulators have sanctioned a split or not. My (and others') shares of Media Magic were illegally reverse-split, as the insiders' shares were not being reverse split. All shares need to be treated equally here!
[Add any other pertinent info here.]
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Supporting Evidence:
GVRP Stock split:
http://www.otcbb.com/asp/dividend.asp?sym_id=gvrp
MAMG: http://www.otcbb.com/asp/dividend.asp?sym_id=mamg
NO STOCK SPLIT at NASD site even though BROKERS have performed the reverse split. Brokers are pushing the responsibility of rule 10b-17 off onto the issuer, MAMG, and claiming any violation of that rule is not their problem. They are just doing what the TA says, whether the TA is correct or not, whether rule 10b is violated or not.
GVRP/MAMG amendment filings with State of Florida: http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P01000001011&n2=NAMFWD&n3=0001&....
Another summary is in the information box at top here: http://www.investorshub.com/boards/board.asp?board_id=3925
PR's http://www.siliconinvestor.com/quote.aspx?ticker=GVRP&qm_symbol=mamg&symbol=mamg
Media Magic Inc Headlines As of Sep 19 8:58 PM EDT
7/19/05 1:06 PM Media Magic, Inc. - Company Profile - Business Wire
http://www.siliconinvestor.com/quote.aspx?ticker=GVRP&qm_symbol=GVRP&symbol=GVRP
7/6/05 10:28 AM Media Magic, Inc., Formerly Known as Gluv Corp. Announces Completion of the Previously Announced Restructuring Plan - Business Wire
6/21/05 4:27 PM Gluv Corp. n/k/a/ Media Magic, Inc. Announces Restructuring Plan to Remedy the Liquidity Problem in the Public Market for its Common Stock - Business Wire
6/13/05 12:21 PM Gluv Corp. Announces Issuance by NASD of Special Notice Warning Member Firms About Trading in Gluv's Common Stock - Business Wire
5/31/05 3:33 PM Gluv Corp. Amends May 27, 2005 News Release; SEC Suspends Trading in Gluv Corp.'s Shares - Business Wire
5/22/05 4:56 PM GLUV Corp Seeks Trading Halt - Business Wire
5/17/05 10:25 AM GLUV Corp. Announces Entry Into the Entertainment Industry - Business Wire
5/17 PR came out shortly after the insider began selling. Why would an insider start selling just before a company PR? Coincidence? Very doubtful.
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PR's follow:
GLUV Corp. Announces Entry Into the Entertainment Industry
GLUV Corp. (Pink Sheets:GVRP), announced today it has finalized a Merger Agreement with DigiKidz Holdings, Inc., a Florida corporation. GLUV Corp. has also filed with the State of Florida to change its name to Media Magic, Inc. after effecting the Merger.
The transaction requires all current officers and directors of GLUV to resign, and provides for the appointment of the Media Magic management team to their appropriate positions in the new company.
After effecting the merger, Gerald C. Parker and Robert W. Pearce will serve on the Board of Directors of the new entity, Gerald C. Parker as Chairman of the Board, and Robert W. Pearce as Chief Executive Officer, Secretary and Treasurer of Media Magic.
Media Magic owns and operates two wholly owned subsidiaries, DigiKidz, Inc. and Orangebox Entertainment, Inc. DigiKidz is a leading producer, developer, distributor and eCommerce retailer of a range of personalized videos, books, CDs and music for the children's marketplace. Orangebox, located in Hollywood, California, is an innovative company that provides the next generation of multimedia services ranging from Production to Post Production for the entertainment industry. Its services include audio, visual, editorial, and music from inception to completion.
Media Magic, Inc.'s Chairman, Gerald C. Parker, commented: "We are excited about our current prospects and look forward to developing Media Magic Inc. into an innovative, well-rounded leader in the entertainment industry through several acquisitions."
Media Magic Inc., formerly known as DigiKidz Holdings, Inc., was founded in November 2004 and is headquartered in West Palm Beach, Florida. The Company conducts operations through its two wholly owned subsidiaries, DigiKidz, Inc., Jupiter, Florida, and Orangebox Entertainment, Inc., Hollywood, California. Media Magic acquired DigiKidz in November 2004 and Orangebox Entertainment (formerly Archetype Entertainment) in May 2005. Media Magic's strategy is to further develop its subsidiaries' leadership in their specific entertainment industry market segments and to develop the natural synergies between them.
For further information on Media Magic, please call: Dennis Ruggeri at (561) 820-2444.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
Dennis Ruggeri, 561-820-2444
Source: Business Wire (May 17, 2005 - 10:25 AM EDT)
News by QuoteMedia
www.quotemedia.com
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GLUV Corp Seeks Trading Halt
URGENT: GLUV Corp. (Pink Sheets: GVRP.PK) announced today that it has recently come to the Company's attention that 3 million shares of the Company's common stock were issued prior to the dividend payment date. According to the company, it appears that an unknown number of those shares have been improperly traded in the marketplace throughout the last few days.
The Board of Directors of the Company had voted that each shareholder holding shares on May 13, 2005, was entitled to a dividend payable in common shares of the Company at a ratio of 3 million shares for every 1 common share held on such date. However, at least 3 million of such shares appear to have been distributed prior to the payment date. The Company is investigating the reasons behind the distribution of these shares; however, it has reached out to the SEC seeking a halt on the trading of the Company's shares. No such shares should trade until further notice by the Company in order to determine the extent of the problem. The Company has commenced an internal investigation into this matter and fully intends to cooperate with regulators in resolving the situation.
DO NOT TRADE THESE SHARES UNTIL FURTHER NOTICE.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Gluv Corp.
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (May 22, 2005 - 4:56 PM EDT)
News by QuoteMedia
www.quotemedia.com
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Gluv Corp. Amends May 27, 2005 News Release; SEC Suspends Trading in Gluv Corp.'s Shares
Gluv Corp. (Pink Sheets:GVRP) announced today that the Securities and Exchange Commission had issued an order suspending trading in the company's common stock this morning.
Earlier this week, the company requested the SEC to halt trading in connection with a serious problem that had arisen when quotations on the Pink Sheets Electronic Quotation and Trading System reflected that its outstanding common stock might be as much as 99 trillion shares. The company believes that this incorrect information about its outstanding shares entered the market place when the Pink Sheets system began reflecting that 33 million shares of the company's stock were trading "when issued" with a due bill for a three million share dividend attached to each of them, instead of showing that only the 11 shares that were actually outstanding prior to the declaration of that dividend should have been trading with that due bill attached.
The company further announced that the SEC Staff was continuing to monitor the situation.
Robert W. Pearce, the company's chief executive officer, said: "We are very grateful to the SEC for having acted so quickly. The confusion about the actual number of the company's shares that are publicly available for trading appears to have caused some investors and various members of the brokerage community to be maintaining positions in our stock that are far in excess of the actual number of shares that we have outstanding. It is our hope that the SEC will ultimately resolve this problem by fashioning a solution that will permit the brokerage community to reverse the trades that should not have occurred in our stock during the past week."
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (May 31, 2005 - 3:33 PM EDT)
News by QuoteMedia
www.quotemedia.com
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Gluv Corp. Announces Issuance by NASD of Special Notice Warning Member Firms About Trading in Gluv's Common Stock
Gluv Corp. (Pink Sheets:GVRP) announced today that the NASD had issued a Special Notice admonishing NASD Member Firms and other interested parties to "exercise great caution when executing customer or proprietary trades, including member-to-member transactions for the purposes of resolving open fails, until such time as members can be assured that the shares in circulation were part of a bona-fide issuance."
The NASD's notice continues by stating: "Members are reminded that, pursuant to SEC Rule 15c2-11 and NASD Rule 6740, no quotation may be entered unless and until a member has complied with all of the requirements of the rules, including SEC Rule 15c2-11(a)(5). SEC Rule 15c2-11(a) requires, among other things, that based on a member's review of the issuer information specified therein, a member must have a reasonable basis under the circumstances to believe that the issuer information is accurate in all material respects and the sources of such information are reliable. Until the questions surrounding the information and documents of Gluv Corp. are resolved, member firms should be aware, that in the context of Form 211 filings, NASD has significant concerns as to whether a member would have a reasonable basis to believe the accuracy or reliability of information relating to Gluv Corp."
The notice concludes by advising the member firms that: "SEC staff has indicated that it will entertain requests for relief by firms with regard to the net capital charges related to trades in Gluv Corp. that occurred before the close of business on May 27, 2005, but that such relief will not extend to trading that commences after the cessation of the temporary suspension."
In order to prevent further trade settlement problems from occurring while a solution to the problem is implemented, the company has instructed its transfer agent not to permit any transfers of ownership of its shares to be recorded on the stock records of the company.
For Gluv Corp., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (June 13, 2005 - 12:21 PM EDT)
News by QuoteMedia
www.quotemedia.com
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Gluv Corp. n/k/a/ Media Magic, Inc. Announces Restructuring Plan to Remedy the Liquidity Problem in the Public Market for its Common Stock
Gluv Corp. (Pink Sheets:GVRP) announced today that its shareholders had adopted a corporate restructuring plan that would inject more than 414 billion shares of common stock into the market on a short term basis, thereby permitting the settlement of the trading in billions of its shares that took place while only 33 million shares of its common stock were actually outstanding.
On May 3, 2005, the company declared a dividend of 2,999,999 shares of its common stock payable on May 20, 2005 with respect to each of the 11 shares of its common stock that were outstanding on May 13, 2005. Although the completion of that dividend resulted in a total of 33 million shares outstanding, the sale of approximately 138,000 shares in the market on or shortly after the May 13 record date of the stock dividend, resulted in significant confusion among various brokerage firms and their customers as to whether a 3,000,000 share stock dividend was attached to each of those 138,000 shares as a "due bill" requiring the delivery of more than 418 billion shares on the May 20 payment date of the stock dividend. The company immediately undertook to publicly alert the market about its concerns regarding the excessive number of shares being traded in the market by issuing a press release on May 22, 2005. The company further notified certain securities firms and market makers trading the company's stock of its concerns prior to the market's opening on May 23, 2005. When those efforts failed to prevent the massive trading that continued to take place in the market, the company asked the NASD to help it to straighten out the confusion that had arisen with regard to the correct number of shares that were supposed to be outstanding, and it alerted the SEC with regard to the situation. After a series of communications between the company and each of the SEC and the NASD, and also between the SEC and the NASD, the SEC issued an order halting trading in the company's common stock on May 27, 2005. That trading halt ended at 11:59 PM on June 10, 2005.
Since the trading halt came to an end, the company has been working to fashion a solution that would, at the same time, inject into the market on a short term basis the billions of shares that the parties who bought and sold the company's shares mistakenly believed would be available to them for settlement of their trades, and eliminate all confusion about the number of shares that the company actually has outstanding.
In order to accomplish those goals, the company asked for, and received permission from, its shareholders to implement a restructuring plan consisting of the following elements:
-- the company's authorized share capital has been increased to
more than nine trillion shares;
-- the company now is authorized to issue two classes of common
stock -
-- Class A common stock which is identical to the common stock
that is presently outstanding, and
-- Class B common stock which provides for 125,000 votes per
share;
-- the shareholders who sold shares into the market after the
declaration of the stock dividend have accepted an offer from
the company to exchange each of their shares of common stock
for 3,000,000 shares of Class A common stock, thereby
injecting into the market the 414 billion shares of stock
necessary to settle out all of the buy and sell transactions
that started with the sale of those 138,000 shares;
-- all of the other shareholders of the company and the former
shareholders of DigiKidz Holdings, Inc. which merged into the
company last month (who hold a total of 30 million shares and
the right to receive approximately 44 million shares,
respectively) have accepted an offer from the company to
exchange their shares of common stock and their rights to
receive shares of common stock for an equal number of shares
of Class B common stock
-- Approximately two weeks from today, after all of the billions
of shares of buy and sell transactions have been settled, the
company will file amended and restated articles of
incorporation providing that
-- all outstanding shares of Class A common stock will be
divided, i.e., reverse split, into a total of 3 million
shares,
-- all Class A and Class B common stock will be converted
into common stock having one vote per share and
-- the total number of shares that the company will be
authorized to issue will be reduced to 150 million shares
consisting of 100 million common shares (of which
approximately 77 million shares will be outstanding), and
50 million preferred shares issuable in one or more series
(none of which will be outstanding).
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "We have worked very hard to craft a solution to the market liquidity problem that will permit all participants to settle the transactions in which they engaged. We want to thank the members of the brokerage community and our shareholders for their patience. We also want to thank those members of the brokerage community who provided very constructive assistance to us while we formulated our restructuring plan."
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (June 21, 2005 - 4:27 PM EDT)
News by QuoteMedia
www.quotemedia.com
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Media Magic, Inc., Formerly Known as Gluv Corp. Announces Completion of the Previously Announced Restructuring Plan
Media Magic, Inc. (Pink Sheets:GVRP) announced today that on July 5, 2005 it has effected a reverse stock split of three million shares for every one share of its common stock completing the Restructuring Plan announced on June 21, 2005.
The company has filed amended and restated articles of incorporation that provides for all outstanding shares of Class A common stock to be divided, i.e., reverse split, on a 3 million to 1 basis. Fractional shares will not be issued and instead will be rounded up to the nearest whole share.
All Class A and Class B common stock will be converted having one vote per share. The total number of shares that the company will be authorized to issue will be reduced to 150 million shares consisting of 100 million common shares, of which approximately 77 million shares will be outstanding and 50 million preferred shares issuable in one or more series, none of which will be outstanding.
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "This reverse split completes the restructuring plan previously announced on June 21, 2005." Concurrent with the name change the company has filed for a symbol change. This plan allows Media Magic to move forward as a public company and execute its business plan.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (July 6, 2005 - 10:28 AM EDT)
News by QuoteMedia
www.quotemedia.com
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Media Magic, Inc. - Company Profile
Media Magic, Inc. (Pink Sheets:MAMG) announced today that it has issued a post-reverse company profile so that the investment community can have new and current information on the company.
On May 27, 2005, the SEC temporarily suspended trading for 10 days, warning members to comply with rule 15c211 before entering any quotations for Media Magic. In an effort to provide the investment community with new and current information, the company has posted a company profile on its company website at: http://www.mediamagicinc.com. THE COMPANY URGES ALL INVESTORS AND BROKER DEALERS TO REVIEW THE DESCRIPTION OF SECURITIES ON PAGE 12 OF ITS DISCLOSURE DOCUMENT BEFORE TRADING THE COMPANY'S SHARES.
Media Magic is quoted on the Pink Sheets under the symbol MAMG. As of today, MEDIA MAGIC HAS APPROXIMATELY 48.6 MILLION SHARES OF ITS COMMON STOCK OUTSTANDING, INCLUDING APPROXIMATELY 3 MILLION SHARES IN THE FLOAT (WITHOUT TAKING INTO ACCOUNT THE ROUNDING UP OF FRACTIONAL SHARES AFTER THE JULY 5, 2005 REVERSE SPLIT).
The company's profile includes such information as an overview of the company and its operations as well as the number of shares outstanding for the company, the nature of beneficial ownership of the company, the management of the company, and the availability of non-restricted shares for trading and delivery as well as the rights attached to ownership of these shares. The company's profile also includes:
-- the exact name of the company and its predecessor;
-- the address of its principal executive offices;
-- the state of incorporation;
-- the exact title and class of the security;
-- the par or stated value of the security;
-- the number of shares or total amount of the securities outstanding;
-- the name and address of the transfer agent;
-- the nature of the company's business;
-- the nature of products or services offered;
-- the nature and extent of the company's facilities;
-- the name of the chief executive officer and members of the board of directors;
-- the company 's most recent balance sheet and profit and loss and retained earnings statements;
-- similar financial information for such part of the 2 preceding fiscal years as the company or its predecessor has been in existence.
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "Now that the common shares of Media Magic are accurately reflected in the market place, we are pleased to be able to move forward and focus on the business itself. Again the company wants to thank its shareholders and the investment community for its patience during this period."
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (July 19, 2005 - 1:06 PM EDT)
News by QuoteMedia
www.quotemedia.com
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http://www.law.uc.edu/CCL/34ActRls/rule10b-17.html
Rule 10b-17 -- Untimely Announcements of Record Dates
1. It shall constitute a "manipulative or deceptive device or contrivance" as used in Section 10(b) of the Act for any issuer of a class of securities publicly traded by the use of any means or instrumentality of interstate commerce or of the mails or of any facility of any national securities exchange to fail to give notice in accordance with paragraph (b) hereof of the following actions relating to such class of securities:
1. A dividend or other distribution in cash or in kind, except an ordinary interest payment on a debt security, but including a dividend or distribution of any security of the same or another issuer;
2. A stock split or reverse split; or
3. A rights or other subscription offering.
2. Notice shall be deemed to have been given in accordance with this section only if:
1. Given to the National Association of Securities Dealers, Inc., no later than 10 days prior to the record date involved or, in case of a rights subscription or other offering if such 10 days advance notice is not practical, on or before the record date and in no event later than the effective date of the registration statement to which the offering relates, and such notice includes:
1. Title of the security to which the declaration relates;
2. Date of declaration;
3. Date of record for determining holders entitled to receive the dividend or other distribution or to participate in the stock or reverse split;
4. Date of payment or distribution or, in the case of a stock or reverse split or rights or other subscription offering, the date of delivery;
5. For a dividend or other distribution including a stock or reverse split or rights or other subscription offering:
1. In cash, the amount of cash to be paid or distributed per share, except if exact per share cash distributions cannot be given because of existing conversion rights which may be exercised during the notice period and which may affect the per share cash distribution, then a reasonable approximation of the per share distribution may be provided so long as the actual per share distribution is subsequently provided on the record date,
2. In the same security, the amount of the security outstanding immediately prior to and immediately following the dividend or distribution and the rate of the dividend or distribution,
3. In any other security of the same issuer, the amount to be paid or distributed and the rate of the dividend or distribution,
4. In any security of another issuer, the name of the issuer and title of that security, the amount to be paid or distributed, and the rate of the dividend or distribution and if that security is a right or a warrant, the subscription price,
5. In any other property (including securities not covered under paragraphs (b)(1)(v)(b) through (d) of this section) the identity of the property and its value and basis for assigning that value;
6. Method of settlement of fractional interests;
7. Details of any condition which must be satisfied or Government approval which must be secured to enable payment of distribution; and in
8. The case of stock or reverse split in addition to the aforementioned information;
1. The name and address of the transfer or exchange agent; or
2. The Commission, upon written request or upon its own motion, exempts the issuer from compliance with paragraph (b)(1) of this section either unconditionally or on specified terms or conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose of this section; or
3. Given in accordance with procedures of the national securities exchange or exchanges upon which a security of such issuer is registered pursuant to Section 12 of the Act which contain requirements substantially comparable to those set forth in paragraph (b)(1) of this section.
3. The provisions of this rule shall not apply, however, to redeemable securities issued by open-end investment companies and unit investment trusts registered with the Commission under the Investment Company Act of 1940.
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[Fill in personal info here--when bought shares, from what broker, to whom you complained at your brokerage, etc.]
Background: On 5/17/05, at around 9:30AM, one or more insiders of Gluv Corporation, formerly ticker GVRP, who held the ONE tradable share of the 11 shares in existence, began selling FORWARD SPLIT shares they had received early from the transfer agent. All shares sold prior to 5/20/05 were entitled to a 3 MILLION to 1 forward split. The company even in their PR's admits that unidentified insider(s) sold 138,000 shares of stock prior to 5/23. This is the gist of the problem--an insider sold the entire float of the company SHORT 138,000 times and the entire OS of the company 12,545 times. The resolution the company (since renamed "Media Magic", and retickered MAMG) later states as accepted was an acceptance of an additional 3M to 1 forward split which is not present on the NASD site for the insider who sold ONE share 138,000 times, creating so-called "Class B shares" for the insiders. The company also filed post-dated State of Florida filings to attempt to cover the short position an insider held. The company also announced an unsanctioned 3 Million to 1 reverse split which appears on NO NASD sites, creating so-called "Class A" shares for non-insiders. The company claims that there was a shareholders' vote, yet I and many other shareholders were not contacted for such a vote on the share restructuring. Most brokers, including mine, have already reverse split investor's shares ILLEGALLY, given the lack of presence of an official NASD filing. They claim all responsibilities of rule 10b-17 fall to the issuer and claim no responsibility lies with the broker to ensure rule 10b-17 is adhered with prior to the broker acting on the company's and transfer agent's direction. Given this, are we to believe that NO ONE REGULATES the market place? Brokers would have us believe that COMPANIES and TRANSFER AGENTS are capable of doing whatever they wish regardless of whether regulators have sanctioned a split or not. My (and others') shares of Media Magic were illegally reverse-split, as the insiders' shares were not being reverse split. All shares need to be treated equally here!
[Add any other pertinent info here.]
_______________________________________________________________
Supporting Evidence:
GVRP Stock split:
http://www.otcbb.com/asp/dividend.asp?sym_id=gvrp
MAMG: http://www.otcbb.com/asp/dividend.asp?sym_id=mamg
NO STOCK SPLIT at NASD site even though BROKERS have performed the reverse split. Brokers are pushing the responsibility of rule 10b-17 off onto the issuer, MAMG, and claiming any violation of that rule is not their problem. They are just doing what the TA says, whether the TA is correct or not, whether rule 10b is violated or not.
GVRP/MAMG amendment filings with State of Florida: http://www.sunbiz.org/scripts/cordet.exe?a1=DETFIL&n1=P01000001011&n2=NAMFWD&n3=0001&....
Another summary is in the information box at top here: http://www.investorshub.com/boards/board.asp?board_id=3925
PR's http://www.siliconinvestor.com/quote.aspx?ticker=GVRP&qm_symbol=mamg&symbol=mamg
Media Magic Inc Headlines As of Sep 19 8:58 PM EDT
7/19/05 1:06 PM Media Magic, Inc. - Company Profile - Business Wire
http://www.siliconinvestor.com/quote.aspx?ticker=GVRP&qm_symbol=GVRP&symbol=GVRP
7/6/05 10:28 AM Media Magic, Inc., Formerly Known as Gluv Corp. Announces Completion of the Previously Announced Restructuring Plan - Business Wire
6/21/05 4:27 PM Gluv Corp. n/k/a/ Media Magic, Inc. Announces Restructuring Plan to Remedy the Liquidity Problem in the Public Market for its Common Stock - Business Wire
6/13/05 12:21 PM Gluv Corp. Announces Issuance by NASD of Special Notice Warning Member Firms About Trading in Gluv's Common Stock - Business Wire
5/31/05 3:33 PM Gluv Corp. Amends May 27, 2005 News Release; SEC Suspends Trading in Gluv Corp.'s Shares - Business Wire
5/22/05 4:56 PM GLUV Corp Seeks Trading Halt - Business Wire
5/17/05 10:25 AM GLUV Corp. Announces Entry Into the Entertainment Industry - Business Wire
5/17 PR came out shortly after the insider began selling. Why would an insider start selling just before a company PR? Coincidence? Very doubtful.
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PR's follow:
GLUV Corp. Announces Entry Into the Entertainment Industry
GLUV Corp. (Pink Sheets:GVRP), announced today it has finalized a Merger Agreement with DigiKidz Holdings, Inc., a Florida corporation. GLUV Corp. has also filed with the State of Florida to change its name to Media Magic, Inc. after effecting the Merger.
The transaction requires all current officers and directors of GLUV to resign, and provides for the appointment of the Media Magic management team to their appropriate positions in the new company.
After effecting the merger, Gerald C. Parker and Robert W. Pearce will serve on the Board of Directors of the new entity, Gerald C. Parker as Chairman of the Board, and Robert W. Pearce as Chief Executive Officer, Secretary and Treasurer of Media Magic.
Media Magic owns and operates two wholly owned subsidiaries, DigiKidz, Inc. and Orangebox Entertainment, Inc. DigiKidz is a leading producer, developer, distributor and eCommerce retailer of a range of personalized videos, books, CDs and music for the children's marketplace. Orangebox, located in Hollywood, California, is an innovative company that provides the next generation of multimedia services ranging from Production to Post Production for the entertainment industry. Its services include audio, visual, editorial, and music from inception to completion.
Media Magic, Inc.'s Chairman, Gerald C. Parker, commented: "We are excited about our current prospects and look forward to developing Media Magic Inc. into an innovative, well-rounded leader in the entertainment industry through several acquisitions."
Media Magic Inc., formerly known as DigiKidz Holdings, Inc., was founded in November 2004 and is headquartered in West Palm Beach, Florida. The Company conducts operations through its two wholly owned subsidiaries, DigiKidz, Inc., Jupiter, Florida, and Orangebox Entertainment, Inc., Hollywood, California. Media Magic acquired DigiKidz in November 2004 and Orangebox Entertainment (formerly Archetype Entertainment) in May 2005. Media Magic's strategy is to further develop its subsidiaries' leadership in their specific entertainment industry market segments and to develop the natural synergies between them.
For further information on Media Magic, please call: Dennis Ruggeri at (561) 820-2444.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
Dennis Ruggeri, 561-820-2444
Source: Business Wire (May 17, 2005 - 10:25 AM EDT)
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GLUV Corp Seeks Trading Halt
URGENT: GLUV Corp. (Pink Sheets: GVRP.PK) announced today that it has recently come to the Company's attention that 3 million shares of the Company's common stock were issued prior to the dividend payment date. According to the company, it appears that an unknown number of those shares have been improperly traded in the marketplace throughout the last few days.
The Board of Directors of the Company had voted that each shareholder holding shares on May 13, 2005, was entitled to a dividend payable in common shares of the Company at a ratio of 3 million shares for every 1 common share held on such date. However, at least 3 million of such shares appear to have been distributed prior to the payment date. The Company is investigating the reasons behind the distribution of these shares; however, it has reached out to the SEC seeking a halt on the trading of the Company's shares. No such shares should trade until further notice by the Company in order to determine the extent of the problem. The Company has commenced an internal investigation into this matter and fully intends to cooperate with regulators in resolving the situation.
DO NOT TRADE THESE SHARES UNTIL FURTHER NOTICE.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Gluv Corp.
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (May 22, 2005 - 4:56 PM EDT)
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Gluv Corp. Amends May 27, 2005 News Release; SEC Suspends Trading in Gluv Corp.'s Shares
Gluv Corp. (Pink Sheets:GVRP) announced today that the Securities and Exchange Commission had issued an order suspending trading in the company's common stock this morning.
Earlier this week, the company requested the SEC to halt trading in connection with a serious problem that had arisen when quotations on the Pink Sheets Electronic Quotation and Trading System reflected that its outstanding common stock might be as much as 99 trillion shares. The company believes that this incorrect information about its outstanding shares entered the market place when the Pink Sheets system began reflecting that 33 million shares of the company's stock were trading "when issued" with a due bill for a three million share dividend attached to each of them, instead of showing that only the 11 shares that were actually outstanding prior to the declaration of that dividend should have been trading with that due bill attached.
The company further announced that the SEC Staff was continuing to monitor the situation.
Robert W. Pearce, the company's chief executive officer, said: "We are very grateful to the SEC for having acted so quickly. The confusion about the actual number of the company's shares that are publicly available for trading appears to have caused some investors and various members of the brokerage community to be maintaining positions in our stock that are far in excess of the actual number of shares that we have outstanding. It is our hope that the SEC will ultimately resolve this problem by fashioning a solution that will permit the brokerage community to reverse the trades that should not have occurred in our stock during the past week."
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (May 31, 2005 - 3:33 PM EDT)
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Gluv Corp. Announces Issuance by NASD of Special Notice Warning Member Firms About Trading in Gluv's Common Stock
Gluv Corp. (Pink Sheets:GVRP) announced today that the NASD had issued a Special Notice admonishing NASD Member Firms and other interested parties to "exercise great caution when executing customer or proprietary trades, including member-to-member transactions for the purposes of resolving open fails, until such time as members can be assured that the shares in circulation were part of a bona-fide issuance."
The NASD's notice continues by stating: "Members are reminded that, pursuant to SEC Rule 15c2-11 and NASD Rule 6740, no quotation may be entered unless and until a member has complied with all of the requirements of the rules, including SEC Rule 15c2-11(a)(5). SEC Rule 15c2-11(a) requires, among other things, that based on a member's review of the issuer information specified therein, a member must have a reasonable basis under the circumstances to believe that the issuer information is accurate in all material respects and the sources of such information are reliable. Until the questions surrounding the information and documents of Gluv Corp. are resolved, member firms should be aware, that in the context of Form 211 filings, NASD has significant concerns as to whether a member would have a reasonable basis to believe the accuracy or reliability of information relating to Gluv Corp."
The notice concludes by advising the member firms that: "SEC staff has indicated that it will entertain requests for relief by firms with regard to the net capital charges related to trades in Gluv Corp. that occurred before the close of business on May 27, 2005, but that such relief will not extend to trading that commences after the cessation of the temporary suspension."
In order to prevent further trade settlement problems from occurring while a solution to the problem is implemented, the company has instructed its transfer agent not to permit any transfers of ownership of its shares to be recorded on the stock records of the company.
For Gluv Corp., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (June 13, 2005 - 12:21 PM EDT)
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Gluv Corp. n/k/a/ Media Magic, Inc. Announces Restructuring Plan to Remedy the Liquidity Problem in the Public Market for its Common Stock
Gluv Corp. (Pink Sheets:GVRP) announced today that its shareholders had adopted a corporate restructuring plan that would inject more than 414 billion shares of common stock into the market on a short term basis, thereby permitting the settlement of the trading in billions of its shares that took place while only 33 million shares of its common stock were actually outstanding.
On May 3, 2005, the company declared a dividend of 2,999,999 shares of its common stock payable on May 20, 2005 with respect to each of the 11 shares of its common stock that were outstanding on May 13, 2005. Although the completion of that dividend resulted in a total of 33 million shares outstanding, the sale of approximately 138,000 shares in the market on or shortly after the May 13 record date of the stock dividend, resulted in significant confusion among various brokerage firms and their customers as to whether a 3,000,000 share stock dividend was attached to each of those 138,000 shares as a "due bill" requiring the delivery of more than 418 billion shares on the May 20 payment date of the stock dividend. The company immediately undertook to publicly alert the market about its concerns regarding the excessive number of shares being traded in the market by issuing a press release on May 22, 2005. The company further notified certain securities firms and market makers trading the company's stock of its concerns prior to the market's opening on May 23, 2005. When those efforts failed to prevent the massive trading that continued to take place in the market, the company asked the NASD to help it to straighten out the confusion that had arisen with regard to the correct number of shares that were supposed to be outstanding, and it alerted the SEC with regard to the situation. After a series of communications between the company and each of the SEC and the NASD, and also between the SEC and the NASD, the SEC issued an order halting trading in the company's common stock on May 27, 2005. That trading halt ended at 11:59 PM on June 10, 2005.
Since the trading halt came to an end, the company has been working to fashion a solution that would, at the same time, inject into the market on a short term basis the billions of shares that the parties who bought and sold the company's shares mistakenly believed would be available to them for settlement of their trades, and eliminate all confusion about the number of shares that the company actually has outstanding.
In order to accomplish those goals, the company asked for, and received permission from, its shareholders to implement a restructuring plan consisting of the following elements:
-- the company's authorized share capital has been increased to
more than nine trillion shares;
-- the company now is authorized to issue two classes of common
stock -
-- Class A common stock which is identical to the common stock
that is presently outstanding, and
-- Class B common stock which provides for 125,000 votes per
share;
-- the shareholders who sold shares into the market after the
declaration of the stock dividend have accepted an offer from
the company to exchange each of their shares of common stock
for 3,000,000 shares of Class A common stock, thereby
injecting into the market the 414 billion shares of stock
necessary to settle out all of the buy and sell transactions
that started with the sale of those 138,000 shares;
-- all of the other shareholders of the company and the former
shareholders of DigiKidz Holdings, Inc. which merged into the
company last month (who hold a total of 30 million shares and
the right to receive approximately 44 million shares,
respectively) have accepted an offer from the company to
exchange their shares of common stock and their rights to
receive shares of common stock for an equal number of shares
of Class B common stock
-- Approximately two weeks from today, after all of the billions
of shares of buy and sell transactions have been settled, the
company will file amended and restated articles of
incorporation providing that
-- all outstanding shares of Class A common stock will be
divided, i.e., reverse split, into a total of 3 million
shares,
-- all Class A and Class B common stock will be converted
into common stock having one vote per share and
-- the total number of shares that the company will be
authorized to issue will be reduced to 150 million shares
consisting of 100 million common shares (of which
approximately 77 million shares will be outstanding), and
50 million preferred shares issuable in one or more series
(none of which will be outstanding).
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "We have worked very hard to craft a solution to the market liquidity problem that will permit all participants to settle the transactions in which they engaged. We want to thank the members of the brokerage community and our shareholders for their patience. We also want to thank those members of the brokerage community who provided very constructive assistance to us while we formulated our restructuring plan."
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (June 21, 2005 - 4:27 PM EDT)
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Media Magic, Inc., Formerly Known as Gluv Corp. Announces Completion of the Previously Announced Restructuring Plan
Media Magic, Inc. (Pink Sheets:GVRP) announced today that on July 5, 2005 it has effected a reverse stock split of three million shares for every one share of its common stock completing the Restructuring Plan announced on June 21, 2005.
The company has filed amended and restated articles of incorporation that provides for all outstanding shares of Class A common stock to be divided, i.e., reverse split, on a 3 million to 1 basis. Fractional shares will not be issued and instead will be rounded up to the nearest whole share.
All Class A and Class B common stock will be converted having one vote per share. The total number of shares that the company will be authorized to issue will be reduced to 150 million shares consisting of 100 million common shares, of which approximately 77 million shares will be outstanding and 50 million preferred shares issuable in one or more series, none of which will be outstanding.
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "This reverse split completes the restructuring plan previously announced on June 21, 2005." Concurrent with the name change the company has filed for a symbol change. This plan allows Media Magic to move forward as a public company and execute its business plan.
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (July 6, 2005 - 10:28 AM EDT)
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Media Magic, Inc. - Company Profile
Media Magic, Inc. (Pink Sheets:MAMG) announced today that it has issued a post-reverse company profile so that the investment community can have new and current information on the company.
On May 27, 2005, the SEC temporarily suspended trading for 10 days, warning members to comply with rule 15c211 before entering any quotations for Media Magic. In an effort to provide the investment community with new and current information, the company has posted a company profile on its company website at: http://www.mediamagicinc.com. THE COMPANY URGES ALL INVESTORS AND BROKER DEALERS TO REVIEW THE DESCRIPTION OF SECURITIES ON PAGE 12 OF ITS DISCLOSURE DOCUMENT BEFORE TRADING THE COMPANY'S SHARES.
Media Magic is quoted on the Pink Sheets under the symbol MAMG. As of today, MEDIA MAGIC HAS APPROXIMATELY 48.6 MILLION SHARES OF ITS COMMON STOCK OUTSTANDING, INCLUDING APPROXIMATELY 3 MILLION SHARES IN THE FLOAT (WITHOUT TAKING INTO ACCOUNT THE ROUNDING UP OF FRACTIONAL SHARES AFTER THE JULY 5, 2005 REVERSE SPLIT).
The company's profile includes such information as an overview of the company and its operations as well as the number of shares outstanding for the company, the nature of beneficial ownership of the company, the management of the company, and the availability of non-restricted shares for trading and delivery as well as the rights attached to ownership of these shares. The company's profile also includes:
-- the exact name of the company and its predecessor;
-- the address of its principal executive offices;
-- the state of incorporation;
-- the exact title and class of the security;
-- the par or stated value of the security;
-- the number of shares or total amount of the securities outstanding;
-- the name and address of the transfer agent;
-- the nature of the company's business;
-- the nature of products or services offered;
-- the nature and extent of the company's facilities;
-- the name of the chief executive officer and members of the board of directors;
-- the company 's most recent balance sheet and profit and loss and retained earnings statements;
-- similar financial information for such part of the 2 preceding fiscal years as the company or its predecessor has been in existence.
Robert W. Pearce, the company's Chief Executive Officer, issued the following comment: "Now that the common shares of Media Magic are accurately reflected in the market place, we are pleased to be able to move forward and focus on the business itself. Again the company wants to thank its shareholders and the investment community for its patience during this period."
This release contains statements that constitute forward-looking statements. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
Media Magic, Inc., West Palm Beach
D. Ruggeri, 561-491-0870
info@mediamagicinc.com
Source: Business Wire (July 19, 2005 - 1:06 PM EDT)
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http://www.law.uc.edu/CCL/34ActRls/rule10b-17.html
Rule 10b-17 -- Untimely Announcements of Record Dates
1. It shall constitute a "manipulative or deceptive device or contrivance" as used in Section 10(b) of the Act for any issuer of a class of securities publicly traded by the use of any means or instrumentality of interstate commerce or of the mails or of any facility of any national securities exchange to fail to give notice in accordance with paragraph (b) hereof of the following actions relating to such class of securities:
1. A dividend or other distribution in cash or in kind, except an ordinary interest payment on a debt security, but including a dividend or distribution of any security of the same or another issuer;
2. A stock split or reverse split; or
3. A rights or other subscription offering.
2. Notice shall be deemed to have been given in accordance with this section only if:
1. Given to the National Association of Securities Dealers, Inc., no later than 10 days prior to the record date involved or, in case of a rights subscription or other offering if such 10 days advance notice is not practical, on or before the record date and in no event later than the effective date of the registration statement to which the offering relates, and such notice includes:
1. Title of the security to which the declaration relates;
2. Date of declaration;
3. Date of record for determining holders entitled to receive the dividend or other distribution or to participate in the stock or reverse split;
4. Date of payment or distribution or, in the case of a stock or reverse split or rights or other subscription offering, the date of delivery;
5. For a dividend or other distribution including a stock or reverse split or rights or other subscription offering:
1. In cash, the amount of cash to be paid or distributed per share, except if exact per share cash distributions cannot be given because of existing conversion rights which may be exercised during the notice period and which may affect the per share cash distribution, then a reasonable approximation of the per share distribution may be provided so long as the actual per share distribution is subsequently provided on the record date,
2. In the same security, the amount of the security outstanding immediately prior to and immediately following the dividend or distribution and the rate of the dividend or distribution,
3. In any other security of the same issuer, the amount to be paid or distributed and the rate of the dividend or distribution,
4. In any security of another issuer, the name of the issuer and title of that security, the amount to be paid or distributed, and the rate of the dividend or distribution and if that security is a right or a warrant, the subscription price,
5. In any other property (including securities not covered under paragraphs (b)(1)(v)(b) through (d) of this section) the identity of the property and its value and basis for assigning that value;
6. Method of settlement of fractional interests;
7. Details of any condition which must be satisfied or Government approval which must be secured to enable payment of distribution; and in
8. The case of stock or reverse split in addition to the aforementioned information;
1. The name and address of the transfer or exchange agent; or
2. The Commission, upon written request or upon its own motion, exempts the issuer from compliance with paragraph (b)(1) of this section either unconditionally or on specified terms or conditions, as not constituting a manipulative or deceptive device or contrivance comprehended within the purpose of this section; or
3. Given in accordance with procedures of the national securities exchange or exchanges upon which a security of such issuer is registered pursuant to Section 12 of the Act which contain requirements substantially comparable to those set forth in paragraph (b)(1) of this section.
3. The provisions of this rule shall not apply, however, to redeemable securities issued by open-end investment companies and unit investment trusts registered with the Commission under the Investment Company Act of 1940.
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