LOS ANGELES, Oct. 9 /PRNewswire-FirstCall/ -- (BULLETIN BOARD: PSPJ) -- This past Friday morning, Leonard Gotshalk, his son and former CEO of the Company, Kyle Gotshalk, and his daughter and former CFO of the Company, Cherish Adams, fraudulently filed a Current Report on Form 8-K with the Securities and Exchange Commission, purportedly in the name of PSPP Holdings, Inc. (the "Company"), stating, among other things, that there had been a shareholder vote on September 16, 2007, to remove the current management of the Company and replace it with their nominees. They then changed the SEC Edgar pass codes for the Company to prevent the Company from filing a corrective 8-K. As a result, the company and its counsel have contacted the SEC's enforcement division.
This purported shareholder coup was first disclosed to the Company, its counsel and its transfer agent on October 3, 2007, even though Mr. Gotshalk purports that it was taken on Sunday night, September 16, 2007.
Investors should be advised that the actions allegedly taken by Mr. Gotshalk and his affiliates to change the Company's management are null and void.
The actions reported in the fraudulent 8-K, and related press release, required Mr. Gotshalk to have first filed an Information Statement with the SEC and to have distributed that statement to the Company's shareholders 20 calendar days prior to taking the action. The rules and regulations promulgated under the Securities Exchange Act of 1934 are specifically designed to protect against, and provide prior notice of, these kinds of shareholder ambush actions. We also note that Mr. Gotshalk failed to file any reports on Schedule 13D to disclose his intentions or actions, as also required by law.
The Company further disputes that the action purportedly taken by Mr. Gotshalk has any validity under Nevada law. Mr. Gotshalk does not hold a majority of the Company's voting power. The Company's preferred shares, which he claims to have voted to remove Mr. Wilcox, were the consideration given to Mr. Wilcox, not Mr. Gotshalk, in connection with UC HUB Group's, sale of eSafe, Inc. to the Company in 2006.
Leonard William Gotshalk has a history of criminal activity. In December of 2001, Leonard Gotshalk was arrested on multiple felony charges of aggravated theft and racketeering in the State of Oregon (Case # 010623FE). In December 1994 the U.S. Securities and Exchange Commission filed a complaint in the United States District Court for the District of Columbia (Case Number 94CV02633) against "Astro Enterprises, Inc.," et. al., including Mr. Gotshalk. The basis for such complaint was the dissemination to the public from approximately March 1989 through May 1990, of false and misleading information concerning the business of such entity.
The Company believes that the sole reason for this attempted coup is to thwart its investigation of Mr. Gotshalk and his affiliates' on-going sale and/or hypothecation of millions of shares of restricted common stock of the Company without registration under, and in violation of, the Securities Act of 1933. The Company also notes that the allegations in Mr. Gotshalk's press releases are totally baseless and without merit whatsoever.
About PSPP Holdings, Inc.
PSPP Holdings, Inc., headquartered in Las Vegas, Nevada, is a financial services company that is establishing an international banking network to facilitate electronic remittance, Mobile Banking, e-benefits, and stored value and pre-paid card solutions.
Safe Harbor Statement:
Under the Private securities Litigation Reform Act of 1995: The statements contained herein which are not historical are forward-looking statements, including all statements regarding paying a stock dividend, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements including, but not limited to, certain delays beyond the Company's control with respect to market acceptance of new technologies, products and services, delays in testing and evaluation of products and services, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
