Business Services Industry
Stephen Parent, Director of Goldspring, Inc., Criticizes Board Disclosures in Recent SEC Filings As Deficient and Misleading
Business Wire, July 6, 2005
SCOTTSDALE, Ariz. -- Headline of release dated July 5, 2005 should read: Stephen Parent, Director of Goldspring, Inc., Criticizes Board Disclosures in Recent SEC Filings As Deficient and Misleading (sted Stephen Parent, Director, Criticizes Board Disclosures in Recent SEC Filings As Deficient and Misleading).
The corrected release reads:
STEPHEN PARENT, DIRECTOR OF GOLDSPRING, INC., CRITICIZES BOARD DISCLOSURES IN RECENT SEC FILINGS AS DEFICIENT AND MISLEADING
Stephen Parent, Director and former Chairman and CEO of GoldSpring, Inc. (OTCBB:GSPG), has filed a Letter to The Board of Directors of GoldSpring at the Board Meeting, which was held today to determine the date of the annual general meeting of shareholders and the content of the Proxy statement which will accompany that notice. The Company filed a lawsuit in the State of Arizona on November 9, 2004, naming Parent as a Defendant. The 10Q filed with the SEC that same day charged Parent with charges that it now appears have no foundation or basis in fact. This lawsuit was used as the springboard for a recapitalization attempt, resolved by the Board which was controlled by a majority of directors either controlled by the Merriman Group or otherwise loyal to them at the exclusion of other shareholders, with Parent's objection, on November 29, 2004. Before the recapitalization effort could take effect, a majority shareholder consent resolution, which included Parent's 45 million shares and Jubilee Investment Trust's 39.6 million shares, among others was presented to the Scottsdale headquarters on December 10, 2004, removing seven of the 10 board members and firing CFO Robert Faber, President John Cook and Human Resources Director Leslie Cahan. Faber and Cahan subsequently filed a suit against Parent and the remaining GoldSpring Board in State Court in Phoenix, which found that the shareholders' consent resolution was in accordance with Florida law. Faber and Cahan then filed a suit in the Ninth Circuit of The Federal District Court in Phoenix. Without finding any violations of either state or federal statutes by Parent, the Judge reinstated the full board and stayed the shareholder consent resolutions. This case is now under appeal at the Ninth Circuit Federal District Court in San Francisco. A copy of the initial appeal brief may be reviewed on www.split05.ws
A copy of the letter submitted to the Board is attached below in its entirety.
Disclaimer
This news release contains statements that are made by and attributable to Stephen Parent in his personal capacity and as a member of the Board of Directors of GoldSpring. Such statements are not made by or on behalf of GoldSpring. Investors should consult all of the information set forth herein and, subject to the qualifications set forth in this news release, should also refer to the risk factors disclosure outlined in GoldSpring's annual report on Form 10-KSB for the 2004 fiscal year, their quarterly reports on Form 10-QSB and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
July 5, 2005
Members of the Board:
I believe the disclosure in the current draft of the Registration Statement on Form SB-2/A (and in the proxy materials to be prepared for the annual meeting, if they contain the same language) is deficient and seriously misleading. If the Registration Statement becomes effective or the proxy materials are issued with this disclosure, the Company and the members of the Board of Directors that approved it will be subject to claims by regulators and investors for securities violations.
My lawyer recently took the deposition of GoldSpring through an examination of its president, Rob Faber. Mr. Faber's answers make it crystal clear that neither he nor anyone else had any evidence of the allegations made in the state court case and that he made no serious attempt to obtain any evidence thereafter. The alleged improper use of the Company's funds consisted mostly of business trip expenses, many of which Mr. Faber and others on the board participated in. Mr. Faber withheld the documentation needed for me to verify those expenses for almost six months after the suit was filed and, when an accounting was made in April of this year, still has not reviewed it. Mr. Faber had no evidence about the shares of stock issued to the consultants and no evidence about my alleged participation therein when he signed the affidavit to the court stating that I had conspired to defraud the Company. At the time Mr. Faber signed the affidavit stating that Ecovery had not transferred good title to mining claims because of an outstanding deed to a so called third party who was a member of this board, the Company held the original unrecorded deed and the board member knew it was a security instrument only for a payment long since made.
The disclosure about the state court case nowhere discusses the fact that the verification of the complaint was in many respects false and that the claims made in the complaint are substantially without merit. The case was filed on November 9, 2004, and the allegations were published that same day in the 10Q without any qualification whatsoever. Until now, there has never been any meaningful discovery or any evidentiary hearings. This is information that is important to investors which is being withheld.
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