SOURCE: PayChest Inc.

August 15, 2011 12:23 ET

British Columbia Regulator Orders British Columbia Cease Trade

PayChest Denies It's Subject to BCSC Regulation

HONG KONG--(Marketwire - Aug 15, 2011) - PayChest, Inc. (PINKSHEETS: PYCT)

PayChest, Inc. ("PayChest"), an Arizona corporation is informing the market that the British Columbia Securities Commission ("BCSC"), has ordered a halt to trading in PayChest common stock in British Columbia, Canada.

This cease trade order only affects shareholders resident in British Columbia, Canada.
It does not restrict shareholders resident in other Canadian provinces, or residents of the USA, or other jurisdictions.

In a notice to PayChest dated 9 August 2011, the BCSC alleges that PayChest failed to file certain annual and quarterly reports allegedly required by a recent British Columbia law (BCI 51-509, enacted 2008).

PayChest denies that it is subject to regulation by the BCSC, including, without limitation, the filing of any reports with the BCSC.

In response to the allegations, PayChest has provided the BCSC with the following
information:

1. PayChest is an Arizona corporation with offices in California and Hong Kong. It has been in existence since 2000; eight (8) years before the BC government enacted this legislation. It is not a Canadian company 'gone south' and renamed or reconstituted in order to evade regulation by the BCSC or any other Canadian regulatory body.

2. The shareholder lists as of April 2011 show that less than 1% of our shareholders reside in BC and cumulatively they own less than 1% of the Company's common stock. They own no preferred shares, convertible notes, or other instruments, nor does any beneficial owner of such preferred shares, notes and/or instruments reside in Canada.

3. PayChest is a non-reporting issuer whose common stock is quoted on the OTC Markets.

4. PayChest has never been incorporated anywhere other than Arizona. It does not have any Canadian corporation as a predecessor in fact or in law.

5. PayChest does not now, nor has it ever had, an office in British Columbia or anywhere in Canada.

6. PayChest's president is an Australian citizen based in Hong Kong S.A.R., Peoples Republic of China.

7. PayChest no longer has any director who is a resident of Canada.

8. Intellectual property being implemented by PayChest is not owned or held in or by a Canadian corporation or resident.

9. Intellectual property being implemented by PayChest was not developed in Canada.

10. PayChest does not have any manufacturing anywhere in Canada, and has no future plans to manufacture in Canada.

11. PayChest has arrangements with two (2) investor relation services contractors. One is US based; the other firm is based in British Columbia. PayChest has given contractually agreed 3 months notice of termination of relations to the Canadian contractor.

12. PayChest's historical financial statements are, and have been in all relevant times, available on the website of OTC Markets.

PayChest has respectfully requested a formal withdrawal of these claims by the BCSC.

PayChest has reserved the right to seek damages should the attempts of a foreign provincial government to promote extra-territorial jurisdictional claims against the Company cause any loss.

About PayChest (Arizona)

PayChest, a global marketing company and developer of technology solutions and its strategic partner companies, market and distribute select products and services worldwide, which provide an increased public awareness to conserve and preserve the world's limited resources.

About the proposed dividend of subsidiary PayChest (Oregon)

PayChest Oregon is preparing to be spun off from its Arizona parent as a stock dividend.

Safe Harbor Statement

The foregoing press release contains forward-looking statements. For this purpose any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate," "continue," "can" or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties and actual results may differ materially depending on a variety of factors.

Contact Information

  • Contact:
    PayChest, Inc.
    ir@paychest.com

    Tom Hands:
    604-628-1984
    from overseas: +1-604-628-1984

    Tobie Oliver:
    1-800-624-7479
    from overseas: +1-714-274-7206