Business

‘Here's a Curveball': Attorney for Alleged Shell Stock Hijacker Quits Lawsuit Targeting New World Gold

Andrew Kelly | Reuters
  • A lawyer for a Minnesota man criminally charged with hijacking multiple dormant shell companies in a pump-and-dump stock scheme abruptly withdrew on Wednesday from a civil lawsuit.
  • The civil case relates to New World Gold Corp., a purported mining company that the criminal case defendant Mark Miller was appointed director of in May.
  • CNBC revealed that Miller recently made moves to take control of New World Gold, which resembled his allegedly illegal tactics used to seize control of other inactive shell companies.

A lawyer for a Minnesota man criminally charged with hijacking multiple dormant shell companies in a pump-and-dump stock scheme abruptly withdrew on Wednesday from a civil lawsuit in which that man sought control of another inactive company based in Florida.

The action by attorney David Rothstein came at a Florida court hearing two days after CNBC revealed that his client, Mark Miller, recently made moves to take control of the company, New World Gold Corp., that resembled Miller's allegedly illegal tactics used to seize up to seven other inactive shell companies between 2017 and 2019.

New World Gold purportedly is in the mining business. Miller was named a director of the company in May at a shareholder's meeting, which came after he filed a lawsuit that asked a judge to order that meeting be held.

"Here's a curveball, Your Honor," Rothstein told Palm Beach County Court Judge G. Joseph Curley during a Zoom hearing on a motion related to New World Gold.

Because of "recent developments," Rothstein said, "my firm is seeking to withdraw. It came to a head just yesterday."

Rothstein said his withdrawal request was spurred by "irreconcilable differences that have nothing to do with money."

"To say anything more than that, I think, would put myself in a compromising situation," the lawyer told Curley.

"A more pressing concern for myself, selfishly, and for my law firm is to seek to withdraw from this matter."

Curley granted the lawyer's motion to withdraw.

Miller, who lives in Breezy Point, Minnesota, and who has a construction contracting business, was not on the Zoom hearing.

A man who answered Miller's cell phone on Wednesday morning said he was not Miller and then hung up when a CNBC reporter called seeking comment.

His criminal defense lawyer in Minnesota declined to comment.

Miller was indicted with two other men last week in federal court in Minnesota. He separately was sued in the same court by the Securities and Exchange Commission.

The indictment against Miller says he and two co-defendants used fake resignation letters from officials of the companies to seize control of four inactive shell companies with publicly traded stock.

They then allegedly issued false or misleading statements via press releases and social media, as well as the SEC's own EDGAR public filing system, to claim the companies had attractive new business opportunities, according to the charges.

Miller and his alleged co-conspirators are accused of buying up millions of shares of these companies, often for less than a penny, then selling off those shares after pumping up the stock price with fraudulent claims.

The SEC, in its civil lawsuit, identified three additional penny-stock companies also believed to be similarly targeted by Miller: Bebida Beverage Company, Simulated Environment Concepts and Strategic Asset Leasing.

Rothstein was in court Wednesday for a legal motion that Miller filed just a day before CNBC had revealed he had been criminally charged with the shell company hijack scam.

In February, Miller, using Rothstein as his lawyer, sued New World Gold, a Boca Raton-based company that has been inactive for years.

The company has not made annual filings with the Florida Secretary of State since 2015, Division of Corporations database shows. The company was just reinstated on June 4, according to the database.

Miller, as a shareholder in New World Gold, "seeks this Court's order compelling the holding of an annual shareholder meeting so that Mr. Miller may address the status of the business of the Company," his lawsuit said.

After the judge granted that request, the shareholder meeting was held on May 27 and about 100 shareholders unanimously voted their 450 million shares to elect Miller as director, according to Rothstein.

Rothstein told the judge at Wednesday's hearing that the prior director of New World Gold is "physically incapacitated and has been in a coma on life support for some extended period of time" and that no one representing the company has ever responded to the lawsuit.

In the motion that originally was the subject of Wednesday's hearing, Miller was asking the judge, Curley, to rule that there had been a legal quorum for the shareholder meeting, making Miller's election as director legitimate.

Rothstein said Miller only became aware after that meeting there were more than 2 billion shares of New World Gold outstanding. That would normally make the presence of 450 million shares at a shareholder's meeting far less than the quorum for a voting group, according to a Florida statute.

Miller's motion says that Curley has the power to retroactively grant that there was a quorum for the voting group present for the meeting.

The judge did not rule on that motion Wednesday, giving Miller time to obtain a new lawyer.

New World Gold

New World Gold, whose stock trades on the over-the-counter Pink market with a "No Information" warning, saw a sharp run up in its share price in the weeks after Miller sought and obtained a director's position in the company.

But its stock price also dropped significantly after his indictment related to other dormant, OTC-traded shell companies became known to investors from a CNBC article nearly two weeks ago.

New World Gold shares traded roughly 9% lower at less than a penny on Wednesday morning, but the stock's price is still more than 6,000% higher than its 52-week low in December.

New World Gold in several press releases this month said that it acquired a Wyoming mining business with access to gold and lithium, and that it identified properties in Nevada and South Dakota for possible mining. Lithium is a material used in batteries for personal electronics, as well as for electric vehicles.

The company in a recent press release also said an Ohio lawyer, Bob Honigford, had been named as CEO and director. No SEC filing has reflected that move, and Honingford has not responded to requests for comment from CNBC.

After CNBC reported on Miller's indictment, the Twitter account supposedly run by New World Gold said in a June 19 post: "Miller has no control over Corporate activity or news releases, and he is NOT involved with the future expansion of Operations."

New World Gold did not have any representatives at the Wednesday court hearing.

When CNBC contacted the company at the email address listed on its press releases seeking comment, the email address returned an error message.

Online discussion boards of stock buyers and sellers who track New World Gold in recent days have featured posts touting what is supposedly a bright future for the company and brushing aside suggestions of Miller's involvement in the company.

But other posts have noted the criminal allegations against him and his connection to New World Gold.

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