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sorry, MOBBFalcon not MMOBFlacon.
MMOBFlacon, I would first start out with saying I think we are holding the bag, but can do some things to be helpful to other investors or find some form of justice (at least marketplace) for the players in this scheme.
1) If you discover facts or names of the shady players in this shady deal, post them. I would suggest the facts are strongest and rants are useless. These guys do not like the bright lights. Ronotech Limited and the firm Macdonald Tuskey of 1210 – 777 Vancouver British Columbia and Konrad Malik phone number (604) 689-1022 are not normally showing up on Google search results from very unhappy investors on IHUB, especially regarding a matter that looks exactly like a shell game scam with regards to Amico Game Corp. (AMCG). Right?
2) Write a follow up with the SEC. Your case number is in the subject line. Tell them more about who you are, how much you lost, etc.. Texas Bonnie should especially do this. I did. I also spoke to them in detail last week on the phone about Amico, and all I can say is they want to hear more, are genuinely interested, but are not able to discuss anything in return. When asked, they said small deals are also being investigated. I wrote a long detailed follow note to them yesterday.
3) I think Marshal1’s suggestion to contact your local congressman or senator is a great one. Why not, it’s why they are there, and costs nothing. Just have your facts ready and be able to explain the problem in brief. This situation stinks without much hype.
4) We could possibly consider a class action suit. Just a thought. Everybody but the attorneys lose. The bad guys are planning on it. This is what makes the SEC, the US congress and social media good options.
5) One last thought, we need to know the specific individuals behind Ronotech and Olite Global. Might be worth a trip to BVI to do some homework.
Just my thoughts….
Bob, if it's ok, please keep picking whatever/whomever's post you feel is most helpful to others. I think you've done great job and unfortunately I'm spread spread super thin due to some daytime duties.
Ju Tech has no web site, no listed phone number, and an undisclosed street address.
Amico Games Corp has documented revenues, software assets, operations, a long business history, and (previously) a touted management team.
"Management" is forcing a share exchange of Amico Games Corp. (AMCG) with Ju Tech. "Management" is closely affiliated with whatever Ju Tech is and on both sides of this deal. US/public market shareholders are not.
"Management" should not have access to US markets and should be prosecuted for any manipulation.
Zhou Hai Tao, programmer social website:
http://www.quora.com/Zhou-hai-Tao
Amigo Games Corp is "exchanging" its shares with three parties, one is Zhou Hai Tao, a citizen of China who, if he really exists, provides no apparent return of value for the share exchange.
I have been in software development for over 25 years. It would be incredible if the the five posts and one follower on the site above are based on real interactions.
All, This is likely who packaged the Amico Games Corp shell game:
Konrad Malik is the firm, and Macdonald Tuskey is the person listed on SEC three schedule 13Ds (statements of beneficial ownership) as "Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications" for these insiders: RONOTECH, DIGITAL FORCE and LING LAU
Macdonald Tuskey Web site:
http://macdonaldtuskey.com/index.html
From "Services" page on web site: Macdonald Tuskey represents companies, individuals and other market participants in all aspects of corporate structuring, financing, mergers and acquisitions, private and public offerings, reverse takeovers, acquisitions and stock exchange listing or initial public offerings.
Konrad Malik contact info:
Macdonald Tuskey
c/o Konrad Malik
1210 – 777 Hornby Street
Vancouver, British Columbia V6Z 1S4
(604) 689-1022
Other members of firm listed on web site:
Our People
William L. Macdonald, Principal
wmacdonald@wlmlaw.ca
Telephone: 604.648.1670
Gerald R. Tuskey, Principal
gtuskey@telus.net
Telephone: 604.681.9588
Britta Jensen Britta Jensen, Associate
bjensen@wlmlaw.ca
Telephone: 604.648.1673
Konrad Malik, Associate
kmalik@wlmlaw.ca
Telephone: 604.648.1671
Robert Galletti Robert Galletti, Associate
rgalletti@wlmlaw.ca
Telephone: 604.648 1678
Samir Virani, Associate Counsel
svirani@wlmlaw.ca
Renata Kubicek Renata Kubicek, Legal Assistant
renatak@telus.net
Telephone: 604.681.9588
Lisa V. Kowan, Paralegal
lkowan@wlmlaw.ca
Telephone: 604.648.1672
Correction: part of my previous post read:
At the bottom of the 14C when they write "shareholders of our common stock are not entitled to shareholders rights", they are speaking to us, the other 48%.
should have read:
At the bottom of the 14C when they write "shareholders of our common stock are not entitled to dissenters rights of appraisal with respect to our proposed exchange.", they are speaking to us, the other 48%.
Amicogames.com working again. Just FYI, have no idea what to make of it.
MOBBFalcon, my last reply to TexasBonnie applies equally to your earlier post as well. Sorry I missed it.
TexasBonnie, I can not leave your post un-replied to.
I feel your pain and also bought in at a much, much higher price. Dont mind taking a risk investment, but this is a more than a little different. If I can lay out a path to at least take these guys out of the US markets I will. Best case more than that. I think being very vocal with the SEC is a good start. Costs nothing. Like you, I don't usually role over.
A note:
After two years of promotion and upbeat filings, the "management" went silent earlier this year, the stock price continued to tank. AMCG/AMCGD is now trading with almost no value so an exchange with nothing supposedly looks fair. The actual value of Amico Games still exists, it is just not in the current share price, which in a huge part management is responsible for.
One other note:
According to their SEC filings, the "management" officially started these maneuvers in August, which means it was put in motion some time before that. Sounds pretty material, yet no mention in subsequent quarterly or other SEC filings.
A third note:
Also, if there are only 26.3% of shares documented in SEC filings as having Beneficial (insider) Ownership, yet they were able to gather written approval of a 52% majority of common shareholder votes to authorize this move. How can these other shareholders have the knowledge to even vote for this if they are not insider shareholders with insider knowledge?
I went through all 26 pages of the 14C last night. This is my take, so any other feedback based on the reality of this is welcome.
First whom ever wrote the narrative in the 14C is pretty slick and it is written well. Probably the same legal/marketing resource that first presented Amicgo games when it went public. Sadly, this is probably a US based (likely Nevada) law firm/marketing company providing these skills. The document tries to lay out in detail the reasons why the asset exchange (entire swap of two business) is legitimate (legal), and in the best interest of shareholders. My guess is they are taking extra care in this document to make a case for their actions in order to avoid a fraudulent transfer of assets lawsuit. We'll see.
Make no mistake, when they use the word "shareholders", "or our company" they are not referring to anyone on this board, or other US market investors. They are referring to themselves with the 52% insider shares. At the bottom of the 14C when they write "shareholders of our common stock are not entitled to shareholders rights", they are speaking to us, the other 48%. Also, when they speak of "our management" making this decision, is this the same long time management that all just resigned, our is it the brand new one man CEO/CFO/director?
At the end of this deal, they (Zhou Hai Tao a PRC citizen, RONOTECH, Olite Global Limited) will have privatized (own) Amico Games Corp intellectual property, customer base, vendor relationships, distribution, software assets and management team. When we/I purchased this sock it was based on these things, plus the press releases, on-going financials and long history since 1991 of the company before going public. Note they now only characterize Amico Games as an "operator" of games, leaving out all of the above which we had previously been led to believe was so valuable, so we should buy shares.
See original SEC filing presenting the company:
http://www.sec.gov/Archives/edgar/data/1435772/000141540809000588/amico-8k.htm
At the end of this deal, they walk away and will have brought a completely different company into US traded public market, just by doing an asset exchange. Zero attempt, anywhere, is made to represent what the value of the Ju Tech (the company other side of the exchange) is. Take that, US market common stock owners.
Briefly, the justification presented for this is twofold:
1) They China is now frowning in VIE contracts used in companies like Vodafun and Galaxy and may void them. If this happens, they say Galaxy shareholders will become "non-protected and will not be enforceable in China". Also they say China is restricting foreign ownership of "strategically important PRC companies".
2) A step-up of Chinese regulation in the mobile internet. I guess having regulation will be a problem.
Wow, how does Bidiu, who is thinking about buying Yahoo, exist?
There are very likely the trends stated, however there is no way to know what the reality of them impacting Amico games is. The action being taken by the "management" to address the issues stated is the real problem. They are clearly in "management's" interest, not public (48%) shareholders.
"Management's" best solution:
1)Resign. 2)Trade away the entire assets of Amico Games Corp to Zhou Hai Tao a Chinese citizen, and two shareholders Olite Global Limited and RONOTECH. (Note both Olite and RONOTECH are not Chinese entities, hmmm if this is ok then... ).
"Management" has left the business and is taking the goose.
It's bullshit.
Still reading... probably wont be able to finish until later today.
It looks like however, they have thought this out and are trying to protect themselves from their shareholders and explain their intent in this revised SEC filing.
Notice at the bottom of filing:
Under Nevada law, shareholders of our common stock are not entitled to dissenter's rights of appraisal with respect to our proposed Exchange.
Bullshit.
Read The Uniform Fraudulent Transfer Act (Nevada). Section 7. The beneficiary recipient in the exchange was definitely an insider.
http://www.leg.state.nv.us/nrs/nrs-112.html
14C filed today. Explanation of transaction provided. I have not fully read yet, but wanted to provide to the board ASAP.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7933385
Yes, I would like to visit personally with these characters.
My guess is that the key players that "resigned" are still there operating the software. Only a hunch.
They are screwing the public investor and hoping no one will be able do anything to them.
SEC filings say it all...
This will give you a headache to read, but it spells what AMCG beneficial (insiders) shareholders did to the rest of the non-insider shareholders. I am trying (very hard) to add much color, since it speaks for itself. Let me know what I'm missing.
FROM 10-K 11-29-2010
....
On September 23, 2009 we filed an amendment to our articles of incorporation to change our name to Amico Games Corp., and on November 27, 2009 we entered into a share exchange agreement with Vodafun Limited (“Vodafun”), now our wholly owned subsidiary. The closing of the transactions contemplated by the share exchange agreement occurred on December 31, 2009, at which time we adopted the business of Vodafun.
....
Business Operating Agreement. Pursuant to this agreement among Vodafun, Galaxy and the Galaxy Shareholders, Vodafun has the right to appoint or remove Galaxy directors and executive officers. In addition, Vodafun agrees to guarantee Galaxy’s performance under any agreements or arrangements relating to its business arrangement with any third party. Upon the request of Galaxy, Vodafun agrees to provide loans to support Galaxy’s operational capital requirements and provide guarantees if Galaxy needs to apply for loan from any third parties. In return, Galaxy agrees to pledge its accounts receivable and all of its assets to Vodafun. The term of this agreement is ten years; and may be extended or terminated exclusively by Vodafun by providing 30-day written notice. Vodafun is entitled to assign all the rights granted pursuant to this agreement to any party designated by Vodafun.
....
Beneficial Shareholders - Common Stock
Ronotech Limited(10)
Palm Grove House,
PO Box 438, Road Town,
Tortola, BVI
27,067,800 shares 12% of common stock
Wellton Global Limited(11)
Palm Grove House,
PO Box 438, Road Town,
Tortola, BVI
16,347,324 shares 7.5% of common stock
------------------------------------------------------------------
Now comes the "trade" of the operating company VodaFun/Galaxy which generates the revenue and its core assets for (as far as I can tell) a non-operating company in an entirely different business. Vodafun now continues on its own (based on game site updates in the last two weeks) outside of a public company structure, owned and operated by former insider shareholders. All other shareholders are screwed since AMCG is now an empty shell. (This is how I read it).
------------------------------------------------------------------
FROM 8-K Nov-8 2011
....
A. Amico owns 100% of the capital interest in Vodafun Limited (“Vodafun”), a British Virgin Islands company. Vodafun, through a series of agreements with Galaxy Software (Guangzhou) Limited, a company incorporated under the laws of The People’s Republic of China (“China”), is involved in the business of value added telecommunications services;
B. Zhou owns 100% of the capital interest in Stepeak Limited (“Stepeak”), a British Virgin Islands company. Stepeak through a series of agreements with Guangzhou Ju Technology Limited, a company incorporated under the laws of China, is involved in the business of system integration and design of intelligent buildings;
C. The board of directors of Amico has approved undertaking a one (1) for twenty (20) reverse split of its common stock. The split is currently under review by FINRA and will be effective once approval from FINRA is received;
D. Zhou has agreed to sell Stepeak to Amico and Amico has agreed to sell Vodafun to the Zhou on the condition that the Shareholders agree to cancel 16,282,600 shares of Amico’s common stock prior to the closing of this Agreement; and
E. Amico, Zhou and the Shareholders all wish to enter into this Agreement to exchange the assets of Amico and Zhou, and cancel 16,282,600 shares of Amico common stock currently held by the Shareholders.
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
amicogames.com not working.
TexasBonnie, I think your questions are reasonable. I think filing the SEC complaint to the best of your knowledge of the situation is all that's needed. When filling out the form, I also think it is not unusual that you didn't contact the company, or take legal action etc. Probably your general description of the situation will be the most helpful. For documents, the last 8-K filing could be referred to to, since it lays out pretty well the problem. In my opinion, they'll get it if they read it.
That said, I dont think the situation where some board members are seeing the AMCGD symbol changing in their accounts is related to a SEC type issue. I think it is a temporary adjustment by the brokerage house caused by the stock split. Also in my opinion, I think the brokerage houses are not the place to make complaints since they are just executing our buy/sell orders for a fee.
My opinion on what is going on is listed in some of my earlier posts regarding the illegal transfer of assets (the core software licenses in exchange for shares) to an insider shareholder (Zhou Hai Ta and RONOTECH) who were essentially cashed out. If you agree with any of it, feel free to use. Maybe others have a different take.
Thanks Bob. You too.
I now see yesterdays volume. Dont know why anyone would buy this now.
I haven't seen the buying. I did get an initial response from the SEC, but they don't make their investigations public. It is helpful and important that multiple people file a complaint. Even if there is no recovery, these guys need to marked for future investors.
The illegal transfer of the companies main assets to a key insider shareholder should not be left unanswered. There are specific regulations and laws regarding exactly this type of activity.
Also, somewhere there is close to a $2mm year revenue stream from the gaming business that exists as reported in the quarterly filings (of course unless this wasn't true which would be another problem).
Now everyone resigns. Get ready for a name change and start the scam over. They are stripping the Amico Games Corp. corp shell bare, moving assets out, screwing all other shareholders.
If you haven't filed complaint with SEC, do it now.
Form 8-K
On November 9, 2011, we accepted resignation notices from Lin Zhong, Yuan Xu, Fei Huang, Longde Su and Xiaohui Kuang. Mr. Zhong resigned as chief technology officer of our company. Mr. Xu resigned as chief operating officer of our company. Mr. Huang resigned as director of product development of our company. Mr. Su resigned as director of technology development of our company. Mr. Kuang resigned as director of marketing of our company. These resignations were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.
RONOTECH.com - bogus. Zhou Hai Ta and RONOTECH is the recipient of the Amico Games Corp. intellectual property. If you check out their site, the pages are only graphics and fluff. Not real company.
I do believe however that Amico's gaming business has a real revenue stream, customers, and value which is still operating and on-going. This was taken from the shareholders.
If anyone feels they were wronged here, please take 5 minutes to fill out an SEC complaint. If for no other reason than to help future investors since the players behind this shell game are still operating.
https://tts.sec.gov/oiea/Complaint.html
Thanks!
The beneficiary is the largest shareholder Zhou Hai Ta of Ronotech who using this completely inside transaction to his benefit. No doubt he hired the new president and director since the previous directors and management supposedly left. The way I read it, the gaming software ownership was transferred to him exchange for his shares and some interests in another company unrelated to Amico Game Corp business.
The way I am reading this, the gaming company would then been run privately by Zhou Hai Ta of Ronotech. I am saying this since he now supposedly owns the software. Wouldn't surprise me if previous president now works for him privately since he knows how the software works.
This is a blatant insider transfer of assets for the personal gain of the largest shareholder. Absolutely Incredible.
Since
AMCG has traded core software assets to the number one shareholder in exchange for unknown assets which are not related to the companies business. This is the most brazen corruption I have ever seen.
As a shareholder is is worth filing the SEC complaint using the link provided previously. It takes about 5 minutes.
Please create SEC complaint. ID did just now. We need to at least go on record.
Link below:
https://tts.sec.gov/oiea/Complaint.html
8-K, we may have just officially got screwed. Still absorbing, but it looks like gaming assets got traded.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7901248
MOBBFalcon, appreciate the information and most of us are feeling the same way, however much of what you observed or was advised is pretty readily found. Also, the Chinese RTO space is loaded with problems, this is no exception. We don't know if someone took the money and ran, but my guess is that they go canned
That said, regarding the web site http://game.0123 4.com.cn:
This is the consumer gaming platform. This is where players get info and download games directly from Amico. I have been following this and it is actively updated, including yesterday. In addition to this site, which was introduced last year in a press release, players also get games from the phone companies site and other distributors.
http://game.0123 4.com.cn translated:
http://translate.googleusercontent.com/translate_c?hl=en&prev=/search%3Fq%3Dhttp://www.01234.com.cn/companyinfo/press/p11050601.html%26hl%3Den%26safe%3Doff%26client%3Dfirefox-a%26hs%3D0V0%26rls%3Dorg.mozilla:en-US:official%26prmd%3Dimvns&rurl=translate.google.com&sl=zh-CN&twu=1&u=http://mh.01234.com.cn/&usg=ALkJrhhRkCho7FfQ1qogos-qlAvH84mDjw
The legal company website is: http://www.egege.com.cn. It seems to be regularly updated. The company name Guangzhou Milky Way Technology Co., Ltd. is AMICO and is listed in the SEC filings.
translated:
http://translate.googleusercontent.com/translate_c?hl=en&rurl=translate.google.com&sl=zh-CN&twu=1&u=http://www.egege.com.cn/companyinfo/company_intro.html&usg=ALkJrhhd8BHiM7Cri6XCDosPblIomOS5aw
The web site www.amicgogames.com was an ill fated attempt directed towards investors. Would really like to see new management update this.
Hope this helps.
SEC filings state that the 20:1 split was approved on Sept 21, so these moves have been in play for several weeks. Also, the 8-K title line includes the words a "change in fiscal year" which is not detailed in the body document. I hope this doesn't mean a delay in the 10-K.
If they issue more common shares to sell to the public, they would need to be spinning something positive in the the news, which the are not. My guess is the funding will be otherwise. Of course that is just me assuming they need funding.
I think it could be positive, however I think they are preparing for a dilution to get funds. That said, better management might go a long way to get cash flow positive withing existing sales levels.
I still wonder who is the person or entity behind the new hires. The new 2 person executives/board cant hire themselves.
AMCGD symbol is for 20 days, it then reverts back to AMCG. In SEC filings just now.
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7895753
States no change in preferred shares relating to reverse split. Haven't checked into what that implies.
Bob thanks for your efforts.
Anyone want to venture what the D in AMCGD will stand for? Distributor, Developer?
Maybe just Dummy, for us longs.
Bob - both your scenarios possible, but either one is better than lights out for existing shareholders. If sales are growing as previously reported, seems like cost controls also could go a long way on cash flow.
I'm normally against reverse splits, but neutral-to-positive on this one since I don't think any shorts care about this stock enough to beat it down.
The previous 1-3 split was crazy for a stock selling at .60 at the time.
With these types of changes, I wonder who is interviewing and appointing new management and directors? A major shareholder? Why mess with a reverse split if they were throwing in the towel.
That said, I posted earlier this year that they were on a trajectory to run out of cash based on their ramp up of expenses with new office and added employees.
Correction: On last years 10K, Peter Lui, the president, was NOT listed as a director. He is listed as an officer. He is the driving force behind the game development. Possibly the original investors are bailing and leaving it to the techies to continue.
I agree with your assessment. If they are now stating there is only one director, then others must have left and not been announced since last years 10K. Pretty big miss on my part. On the 10K, Peter Lui, the president, was listed as a director.
Something must be up with 6 million shares traded. A major shareholder must be exiting, hopefully only seeking a tax loss offset.
These are the major shareholders per yahoo (old data, maybe prior to 3-1 split)
DIGITAL FORCE LTD 14,612,700 Mar 28, 2010
RONOTECH LTD 9,022,600 Mar 28, 2010
PETRO EMAD 200,000 Dec 31, 2009
LIU YONG (PETER) 120,702 Mar 28, 2010
XU YUAN 90,526 Mar 28, 2010
Yes, I am hopping the new CFO stays with the past and releases financials on schedule. Previously they have been consistent.