Amico Games Corp (fka AMCG)

[baja202]

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.