Ishopnomarkup.com (defendant) sought to sell stock to potential investors. In doing so, Ishopnomarkup.com issued to potential investors confidential offering memoranda that contained information about the stock that was being offered. Ishopnomarkup.com stated that the stock was only being offered to investors who claimed to meet accreditation requirements. Ishopnomarkup.com also indicated that it relied on the advice of counsel in determining that the offerings were exempt from registration requirements. The Securities and Exchange Commission (SEC) (plaintiff) filed suit against Ishopnomarkup.com and moved for partial summary judgment, claiming that Ishopnomarkup.com had violated Section 5 of the Securities Act.