GoFish To Review Trading Activity In Its Common Stock
SAN FRANCISCO - February 23, 2007 - GoFish Corporation (OTCBB: GOFH) today announced it has opened an inquiry into improper sales of the company's common stock in accounts controlled by Louis Zehil, a former partner of McGuireWoods, the law firm that represented GoFish in a private offering of the company's stock in October 2006.
Two private financial entities controlled by Mr. Zehil purchased a total of 3 million shares of common stock as part of a private placement transaction October 31, 2006. The offering was exempt from securities registration, and the shares were restricted from being sold in the public market unless in compliance with federal and applicable state securities laws.
The company has learned that 1.5 million shares were sold in the public markets at the direction of Mr. Zehil between October 31, 2006 and early February, 2007. It is believed that Mr. Zehil purposely and improperly caused the stock certificates representing these shares to be issued without restrictive legends, and then directed that the shares be sold. The company has been advised that measures have been taken to prevent further transfers of the remaining approximately 1.5 million shares of GoFish stock still held by Mr. Zehil's two entities. GoFish was not aware of and was not involved in Mr. Zehil's actions.
This matter has been reported to the Securities and Exchange Commission and GoFish is working with its advisors to take other action as may be appropriate. As of February 20, 2007, GoFish had outstanding approximately 24,178,618 shares of common stock.
About GoFish Corporation
GoFish Corporation, (OTCBB: GOFH) headquartered in San Francisco, is a leading consumer online video destination that, in two years, has grown to deliver millions of videos per month to a rapidly growing audience of enthusiasts. An early entrant into the user-generated video sector and the first publicly traded company in the space, GoFish is a place on the web where millions of people come to upload, share and watch their favorite videos from around the world. For more information about the company, go to www.gofishcorp.com.
Forward-Looking Statements
This press release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Although the forward-looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements including, but not limited to, our inability to generate sufficient operating cash flow from advertising revenue, a reduction in the demand for user-generated video and related services, a fall-off in search engine directed traffic to our web site, and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in the our reports filed with the Securities and Exchange Commission, including those risks set forth in the Company's Current Report on Form 8-K filed on October 31, 2006, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.