To: M0NEYMADE who wrote (144633 ) 5/26/2005 4:16:22 PM From: Jim Bishop Respond to of 150070 DJ IN THE MONEY: GLUV Shr Count Only Off By 98,999,967,000,000 By Carol S. Remond A Dow Jones Newswires Column NEW YORK (Dow Jones)--Billions of shares of a tiny company called Gluv Corp. (GRVP) have traded this week because someone improperly communicated to the market how many shares the company has outstanding. It's little difficult to figure out why or exactly how it happened. But market participants were led to believe by information displayed on a computer system that Gluv would pay out a dividend of three million shares on each of 33 million shares outstanding as of Monday. Not quite sure why this didn't raise a few eyebrows because it would mean the company would now have a whopping 99 trillion shares outstanding after the dividend payment. Regulators are looking into the fiasco. Gluv, a shell company that recently announced a reverse merger with Media Magic Inc., meant to pay the dividend on 11 shares, not 33 million shares. It had recently done a reverse split that resulted in 11 shares outstanding in an attempt to buy out many holders who then became just fractional holders. "This is not a problem we had anything to do with," said Steven Dreyer, a lawyer who represents Gluv. Dreyer said Gluv has been talking to the Securities and Exchange Commission and the NASD and that the company has asked securities regulators to reverse or unwind improper trades of what are in fact non-existent shares. Dreyer said regulators have not responded to the company's request to cancel trades. Dreyer said that he has seen the dividend information sent by the company to NASDAQ and that it correctly reflected Gluv's plan to complete a 3 million-for-one forward split on 11 shares outstanding. NASDAQ disagrees. "We don't believe that we imputed the information incorrectly," said Jenifer Coragelo with NASDAQ's Market Operation Dividend Department. "We did process what we had correctly," Coragelo said. Coragelo said an investigation by the SEC and the NASD is ongoing. NASD which has a majority control in NASDAQ also serves as its regulator. The SEC and the NASD declined to comment. A NASDAQ spokesman said that the exchange doesn't have the authority to unwind trades and that responsibility falls onto NASD. Meanwhile, as regulators and the company try to deal with the situation, hundreds of small investors that bought shares of Gluv are left in limbo waiting to see whether these transactions will be settled. Brokerage firms that processed these trades are also waiting to hear from regulators how the transactions will be handled. If the transactions are allowed to stand, some firms and customers who sold stock which they thought they held may find themselves short Gluv, having sold shares that they didn't really own or that didn't really exist. Shareholders told Dow Jones Newswires that several brokerage firms are now restricting the trading of Gluv stock in some fashion. Ameritrade Holdings (AMTD) said Wednesday that it stopped allowing customers to buy Gluv shares on Monday but that it was allowing clients to sell the stock. Ameritrade wasn't available for comment Thursday. Although it's not clear whether regulators will let all or some of Gluv's trades stand, they have already taken steps to alleviate settlement problems by requesting that the stock not be eligible for Continuous Net Settlement or CNS. CNS is an electronic clearing system administered by the National Securities Clearing Corp., or NSCC. The Depository Trust Company, or DTC, has also instituted a "Chill" on all processing of Gluv transactions. NSCC and DTC are subsidiaries of the Depository Trust and Clearing Corp., the global clearing and settlement system through which most securities transactions are processed in the U.S. Market confusion about the exact number of shares of Gluv outstanding may have been exacerbated by the fact that one of the company's 11 shareholders last week started trading stock improperly. Gluv is a company that trades on the Pink Sheets and has no real business. In order to restructure its stock ahead of a planned merger with Media Magic, Gluv recently spun off its assets into a private company, leaving all but a corporate shell for Media Magic to slip into. To get rid of minority shareholders, Gluv conducted a 1-for-6.5 million reverse share split on May 12 which reduced the shares outstanding to just 11. A week later, Gluv said it would conduct a 3 million-for-1 forward stock split that would bring the shares outstanding to 33 million shares. None of these 33 million shares were supposed to trade before Monday May 23. But somehow at least one of the 11 shareholders got his 3 million new shares early and started selling stock that was not supposed to be trading. In a press release issued Sunday, Gluv warned shareholders that shares had improperly made their way into the marketplace and that investors should "not trade these shares until further notice." The company said it's investigating the matter and that it would "cooperate with regulators in resolving the situation." Gluv asked the SEC to halt the trading of its stock. It's unclear why the SEC did not grant Gluv's request for a trading halt. It's also unclear just how many shares of Gluv, real or not, are currently accounted for by computer entries at various brokerage firms. But that number is likely to be in the billions. Gluv's lawyer Dreyer said he had heard of "one brokerage account with upward of 10 billion shares." Gluv stock was recently trading at $0.0002 a share up 50% on a trading volume of more than 849 million shares. Trading volume has been extremely high this week with 2.15 billion shares changing hands on Monday, 556 million shares Tuesday and 787 million shares Wednesday. (Carol S. Remond is an award-winning columnist and one of four who write the "In The Money" feature) -By Carol S. Remond; Dow Jones Newswires; 201 938 2074; carol.remond@dowjones.com (END) Dow Jones Newswires 05-26-05 1537ET