Mays bought McCovey Corp. common stock in an offering registered under the Securities Act of $1933.$ Hart & Co$.,$

CPAs, gave an unqualified opinion on McCovey's financial statements that were included in the registration statement

filed with the Securities and Exchange Commission. Mays sued Hart under the provisions of the $1933$ act that deal

with omission of facts required to be in the registration statement. Mays must prove that:

the financial statements contained a material misstatement.

there was fraudulent activity by Hart.

Mays relied on Hart's opinion.

Mays was in privity of contract with Hart.

$2$

$1$

$4$

$4$