Is this something that should be forward to the FBI
The following is what several of us SGSI shareholders believe to be an organized stock scam put together by Intercloud System Inc, Spectrum Global Solutions and Wavetech Global Inc.
ICLD was a company that produced revenue for the sole purpose of selling shares. At no time was Munro concerned with making any profit off that revenue as long as was able show revenue to sell shares.
On February 20,2015 a case against Intercloud System Inc (ICLD) was filed in Federal Court of New Jersey for alleged security fraud.
Master Docket No. 3:14-01982-PGS-DEA http://securities.stanford.edu/filings-documents/1051/ISI00_01/2015220_r01c_14CV01982.pdf
Due to the negative ramification of the court action on the ICLD stock price, Munro's ability to sell ICLD shares was greatly damaged..
He needed a different plan to keep the gravy train coming.
So he decided to start a new company.
He couldn't put his name on it, for if he did no one would buy the new company shares. He needed a figure head, somebody with a clean history and a stellar background, someone new investors would trust.
It just so happen on his payroll he had such an individual Roger Ponder, a well respected former president of Time Warner cable.
Munro's plan was to place Ponder as the figure head CEO of SGSI, and have him buy ICLD companies for cash and convertible debt.
This gave Munro two sources of revenue for ICLD, one from the SGSI shares and receivables SGSI had to sell to raise the cash to pay for those acquisitions and the other from the near floor less convertibles he obtained from SGSI.
Munro's plan didn't stop there. He knew ICLD was dying and nothing could be done inside the company to save it.
So he decide to do a massive RS which would virtually wipe out current ICLD common share holder, then merge ICLD with Wavetech Global Inc (WAVE) and change ICLD to Wavetech Global Solution.
This would give Munro, a clean slate to again start selling ICLD shares under the Wavetech name.
The merger would than further dilute current ICLD shareholders as WAVE would obtain between 93% and 95.5% of the outstanding shares of the combined company.
Reducing ICLD current common shareholders value while enriching Munro's https://globenewswire.com/news-release/2018/12/21/1677720/0/en/InterCloud-Systems-Enters-into-Letter-of-Intent-to-Merge-with-WaveTech.html
The plan was perfect in his mind until it became apparent that due to SGSI's management ties to ICLD and the lack of profit of the subsidizes SGSI obtained from ICLD, SGSI shares failed to appreciate.
Munro then realized that if he continued on this path the cash cow would dry up rather quickly. Leaving him without the opportunity to get enough funds into ICLD to prop up the position to merge with Wavetech.
In the mean time major Wavetech stockholder Brynjar Meling a national celebrity lawyer, was called out by a Norwegian paper for not yet bringing Wavetech to the US that help stated last April.. https://translate.google.com/translate?hl=en&sl=no&u=https://www.aftenbladet.no/okonomi/i/e1ryP4/Brynjar-Melings-batteriselskap-er-fortsatt-ikke-pa-bors-i-USA&prev=search
Wavetech was getting impatient with ICLD
Munro had to rethink his plan of action.
Munro than decided totemporary cancel the merger with Wavetech, but instead have Wavetech merge with SGSI giving Munro access to a quick 3 million dollars while still controlling a near floor less convertible of the new entity.
It is the belief of us shareholders that ICLD, SGSI and WAVE organized a plan to ROB all common shareholders of there value.
I direct you to the following SGSI time line
Meling starts WAVE up listing to US exchange April 2018
April 23, 2018 Ponder and Hayter exchange common shares for preferred voting shares, giving themselves 51% controlling interest of SGSI.
Dec 21 2018 ICLD signs LOI to merge with Wavetech in doing so would wipe out current shareholders with first 500 to 1 RS followed by diluting them 95% further with the wavetech merger. With further dilution stated in the public written record Wavetech intent. to raise 10 million dollars after merging with a US company.
Feb 7 2019 SGSI signs a definite agreement to merge with wavetech, diluting the already 200 to 1 diluted Common stock holder an additional 60 to 1. Which doesn't include the additional further dilution stated in the public written record, Wavetech intent to raise 10 million dollars after merging with a US company.
I refer you to the time line of the 3th and 4th acquisition.
We believe the third acquisition was supposed to occur just before the Wavetech, ICLD merger.
Note the intent merger was delayed as well as the 3rd SGSI acquisition planned was also delayed. https://globenewswire.com/news-release/2018/12/21/1677720/0/en/InterCloud-Systems-Enters-into-Letter-of-Intent-to-Merge-with-WaveTech.html
It is our belief, the fourth acquisition of SGSI was intended to be the new Wavetech company that would result from the ICLD/Wavetech merger, by setting up a shell game using ICLD and SGSI stock as the ball.
It is the opinion of the shareholders that it is very clear, the management of ICLD. SGSI and WAVE set a plan in motion to deliberately wipe out all common shareholders of both companies while enriching themselves.
Further we believe there has been a gross Breach of Fiduciary Duties by both Roger Ponder CEO and Keith Hayter President of SGSI.
Mantra Venture Group buys AW Solution for 2 million of Mantra shareholder equity.using Mantra common stock.
Incoming AW Solution's management Ponder and Hayter award themselves FREE shares which in April 2018 use to gain 51% Voting power of the company without adding equity or providing any compensation to the company to justify that majority control.
While diluting common shareholders with 200:1 RS which will soon be followed by followed by 60:1 RS leading to potentially a total 12000:1 RS there were enriching themselves with free shares. Our claims of Breach of Fiduciary Duties are
- Unfair treatment of minority stockholders by a majority stock-holder in matters such as corporate acquisitions and reorganiza-tion transactions;
- Management failed to act in another’s best interest
- rendering inappropriate advice (e.g., bad business or investment advice); (See Pres Hayter stock promotions on Redchip)
- failure to disclose; (while promoting the stock the day after the RS failure to disclose the up coming raise in authorized shares and pending reverse split)
Mo mention of true effect on shareholders https://www.otcmarkets.com/stock/SGSI/news/story?e&id=1279265 https://www.otcmarkets.com/stock/SGSI/news/story?e&id=1288841 https://www.otcmarkets.com/stock/SGSI/news/story?e&id=1291068
We believe that the there is more than enough evidence to back our belief that we are victim of a premeditated stock scam.