DD Support Board and Research Team

[nodummy]

GSTP - interesting 10K filed today

It seems after spending months and months putting out financial reports claiming ownership in an active Russian gold mining company suddenly everything has changed.

From the 10K filed today:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7938612

On May 13, 2011, we and Mr. Khachatryan rescinded the Exchange Agreement relating to Rosszoloto and treated the transaction as null and void. See “Item 9B—Other Information” for information concerning the rescission and the reasons for the rescission. As part of the rescission, Mr. Khachatryan and Zurab Chavchavadze, one of our directors, each of whom was a former shareholder of GS Wyoming, tendered back to us for retirement the 51,499,998 shares they had received in connection with our acquisition of GS Wyoming and Rosszoloto.

Item 9B. OTHER INFORMATION

On May 13, 2011, our subsidiary GS Wyoming entered into a Rescission Agreement (the “Rescission Agreement”) with Rosszoloto and Araik Khachatryan. Pursuant to the Rescission Agreement, the parties rescinded and cancelled that certain Exchange Agreement (the “Exchange Agreement”), dated as of February 9, 2009, pursuant to which GS Wyoming had acquired Rosszoloto.

Under the Rescission Agreement, the parties rescinded the exchange and declared the Exchange Agreement and all transactions arising therefrom to be null and void ab initio , and further agreed to take all actions to place each party in his, her or its respective position as if no party had entered into the Exchange Agreement. As a result of the rescission, Araik Khachatryan and Zurab Chavchavadze tendered back to us for retirement the 51,499,998 shares of our common stock they had acquired in connection with these transactions.

Mr. Khachatryan is the Chief Operating Officer and a director of the Company, and prior to entering into the Rescission Agreement, was the owner of 49,500,000 shares of our common stock. Mr. Chavchavadze is one of our directors, and prior to entering into the Rescission Agreement, was the owner of 1,999,998 shares of our common stock.

We rescinded the acquisition of Rosszoloto for the following reason. At the date of the GS Wyoming Acquisition, GS Wyoming’s sole asset was an agreement to acquire Rosszoloto from Mr. Khachatryan. Rosszoloto is engaged in the business of operating gold mines in the Amur Region of Russia.

The parties to the transaction understood that as a reporting company under the United States Securities Exchange Act of 1934, as amended, we would be required to file quarterly and annual financial statements on a consolidated basis (including Rosszoloto), prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and to have an audit of such annual financial statements.

In that regard, we have been engaged in a costly and time consuming attempt to convert Rosszoloto’s financial information from the format in which it has been historically maintained under Russian accounting conventions into GAAP-compliant financial records and statements. Our board of directors determined that the effort to convert Rosszoloto’s financial information into GAAP-compliant format was wasting our resources and impeding the efforts of its management to fully explore and develop Rosszoloto’s mining properties in Russia.


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I see that all the other people that received shares in part due to the agreement with the Russian company back in 2009 still get to keep their shares.

What is the company left with?

$1000 in cash and no operations and no revenues.

It is now basically just a shell again after using the Russian Gold company to promote and inflate the stock price for the past 2 years.


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Here is a copy of the original deal signed in Kenneth Eade's office on February 9, 2009 between the Russian Gold company representative, Araik Khachatryan, and Agata Gotova:

http://www.sec.gov/Archives/edgar/data/1444403/000108671511000045/ex2point2.htm

And here is a copy of the new agreement voiding the original deal on May 13, 2011:

http://www.sec.gov/Archives/edgar/data/1444403/000108671511000045/ex10point1.htm