SOURCE: Virtual Media Holdings Inc.

May 22, 2007 08:30 ET

Virtual Media Holdings Announces the Cancellation of Over 30% of Outstanding Shares

VMH Management Commenced Cancellation of More Than 34 Million Shares of Company Stock After It Was Determined That the Shares Were Issued Improperly

SAN FRANCISCO, CA -- (MARKET WIRE) -- May 22, 2007 -- Jim Carroll, president of Virtual Media Holdings Inc. (OTCBB: VMHIF) (the "Company"), in concert with current management, is aggressively taking steps to rectify dilution that was the result of management knowingly operating in violation of the Business Corporation Act of British Columbia (BCBCA). The current board of directors has requested the Company's counsel, Cascade Law Corporation, to draft a resolution, which was passed, to revoke all restricted stock and outstanding options purported to have been granted by the improperly constituted board.

As a result the Company informed its transfer agent to cancel 34,678,993 shares. It is also the finding of the new board of directors that several million shares of free trading stock were improperly issued to individuals who neither worked for the Company nor paid for the stock. The Company is investigating this situation and will take action as required against certain parties to recoup these shares.

The Company recognizes that some shares issued between May 2005 and January 2007 were fully paid for. As a result 6,048,980 will be reissued to lawful holders of shares issued during this period, once their present share certificates are cancelled. As a result there will be a net reduction of outstanding shares by 28,630,013, a more than 30% decrease in outstanding shares.

On May 17, 2005 Steve Gaspar and Christopher Gaspar, who were at the time the President, Chief Financial Officer and only directors of the Company, held a directors meeting at which it was discussed and acknowledged that the board of the Company, as then constituted, did not have the minimum number of directors required by the BCBCA. Despite this knowledge no steps were taken to rectify the situation prior to the resignation of Mr. Gaspar from all positions with the Company in January 2007. A properly constituted Board has been in place since January 8, 2007.

Prior to their resignations, Mr. Gaspar continued to operate as the board of the Company knowing they did not meet the basic requirements of the BCBCA. Company records indicate that during this period a number of improper actions were undertaken by the board, including the issuance of a large number of shares for which the Company did not receive full value, as required by the BCBCA.

At the May 17, 2005 meeting Mr. Steve Gaspar also caused the Company to provide him with an agreement indemnifying him from any previous claims that may arise as a result of his prior actions on behalf of the board of directors. The current management of the Company does not recognize this as a valid agreement.

An annual general meeting will be scheduled for August 2007. In addition to quickly releasing the up to date capital structure post-cancellations (issued and outstanding) and transfer agent information, the Company will release its new business plan outlining the plans for growth over the next two years.


Virtual Media Holdings Inc. (OTCBB: VMHIF) is committed to changing the way merchants and consumers interact on the Internet. Through its proprietary marketplace platform, a custom-built software framework that facilitates the direct consumer-to-consumer and business-to-consumer buying and selling of new and pre-owned merchandise, the system combines a customized content management system with core order processing engines adapted to each unique market.

The content management facilities support the creation of a comprehensive web-based user community for a specific market, including features such as session management, product reviews, live aggregated retail prices, forums, and community feedback. Order processing modules support market inventories, authenticated order processing, billing, order tracking, commissions, and other market-related tasks. Companies can achieve both increased web presence and revenues by partnering with and using the Company's unique e-commerce platform.

This press release contains forward-looking statements involving risks and uncertainties including statements regarding the Company's future performance. Such statements are based on management's current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, events and performance to differ materially from those referred to or implied by such statements. In addition, actual future results may differ materially from those anticipated, depending on a variety of factors which include, but are not limited to, our ability to leverage our technology, manage our growth, protect our intellectual property rights, attract new customers and general economic conditions affecting consumer spending, including uncertainties relating to global political conditions, such as terrorism and the conflict with Iraq. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not intend to update any of the forward-looking statements after the date of this release to conform these statements to actual results or to changes in its expectations, except as may be required by law.

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