# Is there even a point suing an ex-director of a now defunct Venture Exchange company?



## internalaudit (Jan 27, 2017)

This doesn't happen a lot but I'm sure there have been people burned when shares of a publicly listed company that go into receivership become worthless. Have any lawsuits against previous officers and directors borne any fruit? I don't even mind not getting anything in return as long as I don't have to come up with lawyer fees that I wouldn't be able to afford as long as justice is served.

I am wondering if it's worth the effort to even start a lawsuit of some sort against the former CEO Andrew Ryu for potential fraud and embezzlement?

In 2015, while under his stewardship, he bought two Korean agencies for $13m and when I emailed the VP of Internal Controls, he mentioned that one of them has already filed for bankruptcy in Korea. That means he spent $13m buying shell companies. He is Korean himself. 

There are a couple other private placements of debentures where investors were misled but I only hold worthless common shares.

KGIC Inc. (ticker: LRN)
Sedar Filings issuerNo=00009147


Anyone can recommend a good securities lawyer? I just don't want to let this slip by because many people lost money all because of Andrew Ryu et. al. where they plundered the company to the point that it couldn't really recover.

Many thanks for advices, lawyer leads if this is something worth pursuing.


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## twa2w (Mar 5, 2016)

internalaudit said:


> This doesn't happen a lot but I'm sure there have been people burned when shares of a publicly listed company that go into receivership become worthless. Have any lawsuits against previous officers and directors borne any fruit? I don't even mind not getting anything in return as long as I don't have to come up with lawyer fees that I wouldn't be able to afford as long as justice is served.
> 
> I am wondering if it's worth the effort to even start a lawsuit of some sort against the former CEO Andrew Ryu for potential fraud and embezzlement?
> 
> ...


Can you prove fraud? Can you prove embezzlement? Could you recover any funds from the officers directors even if you won?

Just because a company has declared bankruptcy does not mean it is worthless. Did the company you own buy the assets of the Korean company, or the shares?

The directors and officers of the company may be liable only under certain conditions. Making bad business decisions is not one of them. Can you prove in court there was deliberate fraud or embezzlement or other malfeasance?

Most lawyers would want you to hand them pretty good evidence of wrong doing before they got involved and I suspect a pretty hefty retainer. I suspect in the mid 5 to 6 figure or close to it. In these cases often a request is made of shareholders to ante up a small amount each if interested in pursuing it. If you don't ante up, you don't particpate in any share if you win.

Have you talked to the receiver or bankruptcy trustee of the company you own.? You could also approach the BC securities commission.

There is lots of crap that goes on with small companies and it is a shell game in some cases. And the small investor gets screwed in many cases. The trick is to prove it and then to be able to recover the money. It does not happen very often in my opinion. Did you buy an ipo or a new issue, or on the open market? If you bought shares on the open market, you are expected to do your due diligence on the statements and history of the company. With a new issue or ipo, the company has a little more respnsibility to provide some of thst info and attest to accuracy etc od statements made and risks etc.


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## Rusty O'Toole (Feb 1, 2012)

You might have the basis for a class action lawsuit if you can prove fraud. Chances of recovering anything are small. It sounds like he made himself rich by scamming Canadian investors. This happens all the time with Korean and Chinese companies.


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## internalaudit (Jan 27, 2017)

Thanks for all the responses. I really appreciate it. I just want closure and move on with life.

Yeah, chances are slim to none. Even Internal Audit or the external auditors didn't find any clue about embezzlement so what more can outsiders find about the past dealings of the CEO. Paid $13m for Korean companies that went bankrupt two years after and didn't provide a lot of revenues after the acquisitions.

I have approached the OSC but not the BC Securities Commission since Andrew still lives in Ontario.

Now, I only bought publicly traded shares. My losses are nothing like other investors but substantial. I was just thinking of putting a stamp on this fellow so that others will exercise caution with any business dealings he touches.


2017-01-06 00:46 ET - News Release


Mr. Joshua Gerstein reports

EVERFRONT VENTURES CORP. ENTERS INTO LETTER OF INTENT TO ACQUIRE DATAMETREX LIMITED

Everfront Ventures Corp. has entered into a letter of intent dated Jan. 5, 2017, with DataMetrex Ltd., a corporation incorporated under the laws of Canada on Sept. 7, 2016, pursuant to which Everfront will directly or indirectly acquire all of the issued and outstanding securities of DataMetrex in exchange for equivalent securities of Everfront on a one-for-one basis.

The business combination will be structured as a share exchange, amalgamation or plan of arrangement and is subject to TSX Venture Exchange approval. It is intended to constitute Everfront's qualifying transaction under the policies of the TSX-V. The business combination will not be a non-arm's-length qualifying transaction (as that term is defined under the TSX-V policies), and as such, unless the agreed-upon structure to effect the business combination otherwise requires, it is not expected that approval of the Everfront shareholders will be required.

Business of DataMetrex

DataMetrex's principal activities pertain to the development and marketing of a data analytics device that captures and provides real-time access to sales information from retail merchants' point-of-sale (POS) terminals. Utilizing DateMetrex's patent-pending Data Tap device, merchants are able to experience the benefits of a cloud-based POS system without incurring the prohibitive costs associated with purchasing new POS systems. DataMetrix's principal office is located in Toronto, Ont.

DataMetrex intends to complete audited financial statements for the period ended Dec. 31, 2016, to be incorporated into the filing documents.

Terms of the agreement

The qualifying transaction will be effected pursuant to a business combination, which contemplates the acquisition of all of DataMetrex's common shares, directly or indirectly, by Everfront at the exchange ratio.

The parties have agreed to negotiate exclusively with each other until March 31, 2017, to pursue the business combination and have also agreed to negotiate in good faith and use reasonable commercial efforts to enter into a definitive agreement by March 31, 2017.

Capitalization

As of the date hereof, Everfront has 5,738,050 common shares issued and outstanding and 384,054 management options exercisable at 20 cents per share. DataMetrex currently has 23,776,420 common shares and 5,094,934 warrants exercisable at a price of 15 cents per share for the first year and 20 cents per share for the second year from the date of issuance issued and outstanding (not including securities issuable upon the private placement). DataMetrex intends to complete a two-for-one stock split of its outstanding common shares and warrants prior to the business combination and immediately prior to the private placement (as defined below).

Proposed financing

Prior to or concurrently with the closing of the business combination, DataMetrex will complete a brokered or non-brokered private placement of securities for gross proceeds of not less than the amount necessary to ensure that there is sufficient financing to satisfy any working capital requirements of the TSX-V to obtain the final approval of the business combination by the TSX-V.

The resulting issuer

On the closing of the business combination, Everfront, the resulting issuer, anticipates being classified as a Tier 2 issuer that will meet the TSX-V's initial listing requirements.

Management of the resulting issuer

It is expected that management of the resulting issuer would be as follows:

Andrew Ryu, chief executive officer and director

Mr. Ryu is a seasoned and experienced entrepreneur and operator in public and private companies. He was a founder and CEO of TLA Inc., president of business development of Archer Group, founder and CEO of Loyalist Group Ltd., which was nominated as the top TSX-V company in 2013, was ranked fourth in 2014 and was the top pick of the street in 2014, CEO of Cozumo Inc., and CEO of Yourtime Financial Services Inc. He was nominated by EY as entrepreneur of the year in 2014.


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