Maybe this will help with the Ziinga problem... I found it whilst seeking data about the mamangement company..
Board approval of acquisition of Flamingo Intervest Ltd and listing of new shares
12 Dec, 2011 06:50 CET
Reference is made to the stock exchange notices on 19 October, 21 October and 16 November 2011 and the Equivalent Document dated 15 November 2011, regarding Nio Security, Inc.'s ("Nio") share purchase agreement to acquire Flamingo Intervest Ltd ("Flamingo") controlling the entertainment shopping internet site with settlement in new shares. After completion and review of due diligence reports, the Board of Nio has resolved to complete the acquisition of Flamingo as described in the Equivalent Document dated 15 November 2011. Nio has engaged legal advisor, financial advisor and technical advisor to conduct legal due diligence, agreed upon procedures on the financial information sourced from management accounts and technical due diligence on Flamingo's internet site and related IP rights. The legal advisor has performed a due diligence review of certain documents disclosed by Flamingo and issued a report summarizing the legal assessments of the documents received. Further, the legal advisor has coordinated legal due diligences on information and documents disclosed by Flamingo and its subsidiaries subject to foreign laws. Law firms on the British Virgin Island, Malta, the Philippines and Saint Vincent and the Grenadines performed legal due diligences on information and documents subject to the laws of the British Virgin Island, Malta, the Philippines and Saint Vincent and the Grenadines. The financial advisor has performed agreed upon procedures on the unaudited historical financial information for 2010 and the period 01.01.2011 to 30.06.2011 sourced from management accounts and issued a report summarizing the financial assessments of Flamingo and its subsidiaries. The financial advisor has not carried out an audit or a limited audit. The technical advisor has performed technical due diligence and issued a report summarizing the technical assessment of Flamingo and its subsidiaries, hereunder a technical assessment of the following: (i) technical platform and IP rights, (ii) development practice and (iii) solution performance. The due diligence investigation and agreed upon procedures have not revealed any material matters affecting the valuation of Flamingo or the feasibility or execution of the acquisition. Flamingo's financial historical information has not been audited and has been sourced from management accounts as described in the Equivalent Document dated 15 November 2011. Some weaknesses in reporting routines and within the accounting procedures for the periods covered have been identified during the due- diligence, with Flamingo's invoices and records being to some extent incomplete. These issues have in all material respect already been rectified by Flamingo, and the Board will further improve and implement appropriate accounting and reporting procedures and routines as soon as practicably possible following the completion of the transaction. The subsidiary of Flamingo, Auction Management Ltd has not timely submitted audited financial statements to the Company Registry on Malta. This does not hinder the subsidiary from carry out its activities, and Flamingo has made a provision for taxes payable of DKK 40,000 that covers the expected liability to the tax authorities on Malta. Nio will conduct an audit on Auction Management Ltd and report to the Registry of Companies on Malta. Flamingo's management accounts have been compiled based on Danish GAAP. Nio will for the fiscal year 2011 change its accounting principles to IFRS which may impact the financial statements of Nio including the pro forma financial information included in the Equivalent Document dated 15 November 2011. In connection with the transaction, the sellers of Flamingo that received the new shares as settlement has entered into lock-up agreements, where the sellers of Flamingo has agreed not to sell any shares in Nio for a period up until 31 December 2013. The ultimate owners (sellers) of Flamingo, Masih Nikdar, Dennis Mikkelsen and Thomas Madsen will be employed by Flamingo with effect from 1 January 2012. Pursuant to the SPA the employees (in their capacity as ultimate sellers) are subject to a non-competition restriction until 31 December 2013. Further, Flamingo is entitled to impose an additional six months' non- competition restriction on each of the employees following the termination of the employment agreements against a compensation for of EUR 20,000 per month. Nio confirms that the 60,000,000 new shares issued as settlement for Flamingo have been duly authorized by all necessary corporate action and that the shares have been fully paid and validly issued. After the issue of new shares, the number of outstanding shares in Nio is 105,634,309, each with a par value of USD 0.10. The 60,000,000 new shares will be registered with ISIN US 459 378 1051 and listed on Oslo Børs on or about 12 December 2011. For further details please refer to the Equivalent Document dated 15 November 2011. For further information, please contact Tore Formo, CEO, Telephone +47 91 66 86 78. This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act