InterCloud Systems Inc. (ICLD)

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Let me know if I got this wrong.

An active director of ICLD and the active president of a ICLD subsidiary start SGSI, using 2 million dollars of MVTG stock holder value.

The director and president gives themselves millions of free shares of SGSI.

The director and president then turned in those free shares for 51% voting right or total control of the company.

The director and president then gives themselves salaries of $350,000 and $340,000 respectively plus stock bonuses which will be paid in any post splits shares.

The director and president enact a 200 to 1 reverse split on the common share holders while retaining 51% voting preferred B shares.

The director and president with absolutely no other checks and balances orchestrated all terms to purchase the remaining 20% of AWS, ADEX and TNS.

Those terms involve toxic debt which resulted in ICLD gaining majority common stock owner ship of SGSI.

Shortly after the reverse split while the outstanding shares stood at 1.1 million the director and the president purchased TNS from ICLD with a convertible note for $600,000 dollars. This note was convertible to 6 million shares or 6 times the company's current outstanding shares at the time.

The director and the president have approved an additional reverse split up to 300 to 1.

The director and the president have approved a merger with Wavetech Global solution.

The director and president while doing 40 million plus per year in revenue, has placed a value on SGSI at 20 million minus SGSI's debt.

The director and president, while having virtually no revenue and operating at a loss, has placed a value on Wavetech of 110 million.

If the director and president plan is fully implemented than shareholders of SGSI who purchased before September 10 2018 will be diluted 60000 to 1.

Which lead to this conclusion:

Spectrum Global Solution Inc (SGSI) shareholders believe we are the victims of an organized stock ponzi stock scam, orchestrated by the management of SGSI, Intercloud System Inc (ICLD), and Wavetech Global Inc (WAVE). It's goal to wipe out all common retail shareholders of SGSI and ICLD while those management enriched themselves.

It is our belief, ICLD is a company that focused on owning subsidiaries that produced revenue regardless of profit for the sole purpose of selling shares of stock.

On February 20, 2015 a case was filed in Federal Court of New Jersey (Master Docket No. 3:14-01982-PGS-DEA http://securities.stanford.edu/filingsdocuments/1051/ISI00_01/2015220_r01c_14CV01982.pdf} alleging ICLD committed stock fraud.

Due to the negative ramification of the fraud allegations the ICLD’s stock price began a rapid decline. ICLD ability to sell shares of their own stock was greatly damaged.

The scam:

Management of ICLD set up a dummy corporation SGSI, because ICLD management image was tarnished do to the alleged stock fraud case they wanted to try and separate the SGSI management from ICLD management. They needed someone with a clean pedigree, someone to give the new company instant credibility and instill confidence. So they choose ICLD’s director Roger Ponder, who was not named in the fraud case, to be the CEO of SGSI. Ponder was the former President of Time Warner Kansas City division, a 1.5 billion dollar division with over 1000 employees under his supervision.

On paper SGSI was run by only two directors Roger Ponder CEO and Keith Hayter President. Hayter was also president of AW Solution a subsidiary of ICLD and the company ICLD sold to Mantra Venture Group to start SGSI. At the time of taking office, the two directors awarded themselves of over 50% of the company in free shares and in April 2018 awarded themselves preferred B shares giving themelves 51% permanent voting rights, thus eliminating all voting rights of all current and future common shareholders.

Since ICLD could no longer generate revenue from selling ICLD shares, the plan was to have ICLD sell off some of its subsidiaries to SGSI for cash and convertible debt.

This gave ICLD management the ability to profit in two ways from SGSI. One SGSI themselves selling shares and having SGSI factoring their receivables at loan shark rates to pay ICLD the cash portion of the subsidiary sale and two ICLD selling near floor less convertibles of SGSI stock. (We believe if research, you will find the SGSI price was driven lower each time a convertible debt was do converse, so the conversion price would be as cheap as possible)

This was only part of the scam the rest is believed as follows;

On July 17, 2018, SGSI filed form DEF-14c stating that if necessary a reverse split may occur within a year up to 200 to 1 ratio. It was approved in a private meeting of just the two directors without a vote or knowledge of all other common shareholders.

On August 30, 2018, SGSI filed form DEFR-14c securing the directors right of 51% voting power of the preferred B shares.

On August 31, 2018, SGSI President Keith Hayter filed a form 4 showing where he purchased 60,000 shares at 0.0058 on the open market.

We believe this to be a deliberate attempt by the company to deceive current shareholders and potentially new shareholders to believe that the reverse split would be at a low rate or not happen at all. They hope the action would discouraged current shareholders from dumping and encourage potential investors to buy because the President of the company was appearing to show faith in the company.

Then a mere 10 days later.

On September 10, 2018, SGSI release a PR where it was announced SGSI authorized a 200 to1 reverse split. CEO Roger Ponder stated: “The reverse stock split is intended to facilitate the Company’s aggressive acquisition strategy and future plans to up list to a national exchange”.
Shareholders were led to believe the reverse was being done so that the company could up list to NASDAQ.

On December 21, 2018 ICLD releases a PR that stated ICLD signed a letter of intent to merge with Wavetech Global Solution. The merger would require that ICLD do a reverse split (later announce 500 to 1) after which Wavetech would be the surviving company owing 92 to 95% of the new company. This would virtually wipe out all ICLD current retail common shareholders.

On February 1, 2019, SGSI’s two directors awarded themselves, 609231 free shares to Roger Ponder and 581538 free shares to President Keith Hayter, per two form 4 filed 2/14/2019.

On February 7, 2019 SGSI filed a 8k stating that on February 4, 2019 SGSI entered into a Share Purchase Agreement (the “Purchase Agreement”) with Wavetech Global Inc. The agreement put a value on Wavetech at a 110 million dollars, why the only public records found show Wavetech losing 3 million dollars in 2017 with no significant revenues. SGSI while doing 40 million a year in revenue is valued at 20 million minus the debt owed.

On February 19th, 2019 SGSI files form PRE-14c stating that on 2/8/2019 a special meeting by just the two directors where they raised the authorized shares of SGSI to 1,000,000,000 shares and approved the second reverse split in six months this time at 60 to 1 rate. Which would mean the common shareholder before 9/1/18 would be diluted 12000 to 1 within six months while current management remain in control using the non diluted preferred B voting shares allowing them to provide themselves with free shares at any time.

On February 20th, 2019, ICLD files form Pre-14C stating that ICLD held a special meeting on February 4, 2019 approving a 500 to1 reverse split.
With a 110 million dollar value placed on Wavetech and a 20 million dollar minus debt placed on SGSI, the pre merger shareholder will be further diluted 90 to 95%. On top of the 12000 to 1 reverse split this will virtually wipe out all retail common shareholders of SGSI while the management continues to enrich themselves.

What we believe was the plan of the ponzi scheme was supposed to be:

ICLD was to wipe out the majority of its shareholders than merge with Wavetech. The surviving company would be Wavetech.
Meanwhile SGSI would wipe out the majority of it retail shareholders than Wavetech and SGSI would merge leaving Wavetech as the surviving company.

What changed and is happening now, SGSI stock did not appreciate as high as ICLD expected, causing ICLD to be slower getting its house in order to merge with Wavetech as planned. According to stories out of Norway (Wavetech place of origin), Wavetech was expected to be listed on a US exchange by July 2018.

This caused the plan to change to Wavetech merging with SGSI now and then acquire ICLD after ICLD does its reverse split and gets its affairs in order.

We further believe there has been a gross Breach of Fiduciary Duties by both Roger Ponder CEO and Keith Hayter President of SGSI per Federal Law.

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)

We believe it is also worth noting that in April 2018, a Norwegian newspaper announced that Wavetech was initiating its plan to start the process to up listing on a US exchange, it was also April 2018 that Directors Ponder and Hayter gave themselves permanent 51% control of the SGSI.

Disclaimer. the above allegation is a OPINION drawn by certain shareholders based on information found in public and governmental records.