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FX Ratastic. Coming Soon. FX trading with secret propriatory trading

We have been covering FX HYIP scams for quite some time now, as a result we have been able to accumulate a proprietary knowledge base second to none. What we haven’t disclosed until now is our spin out FX Stealth Labs. Long ago we set out to identify the best of both good and bad, target and recruit by any means necessary by incentive or force the best of the best (and the bad). In 2001 a benefactor donated a Swiss bunker that previously housed the worlds 3rd largest and 9th most valuable wine collection, as well as what may have been one of the largest WW1 military armoury, and WW2 art collection. In 1999 after a long and vicious legal battle, our benfactor was victorious in bankrupting his arch nemisis an Oligarc nickel baron from the Republic of Georgia.

Andrew Ann Hoe Lim....where are you now....

Former CEO of Maxim Trader (but still director of Maxim Capital Limited) Andrew Lim, has been laying low since end of 2015 when he exited Maxim…while the merry charade continued as it morphed into GCL and then disappeared into its own smoke and mirrors…..[don’t worry soon to be resurfaced….extriditions from Malaysia to Taiwan…and legal action in Australia has just begun ).

So ‘Dr’ (or Professor as he uses now) Andrew Lim currently has a few domains registered to his current email address. 2015-11-26 GODADDY.COM, LLC 2015-11-09 GODADDY.COM, LLC 2015-11-09 GODADDY.COM, LLC 2015-11-09 GODADDY.COM, LLC 2016-04-04 GODADDY.COM, LLC 2015-11-24 GODADDY.COM, LLC 2015-11-24 GODADDY.COM, LLC 2015-11-24 GODADDY.COM, LLC 2015-11-24 GODADDY.COM, LLC

Looking for Priscila Lustre? #1

It goes without saying that to fact gathering process should be systematic and methodical, otherwise you not only run the risk of overlooking things of importance, but you may never know until you go back and repeat.(As I will highlight further along in this post). First lets pull down and review the available information from Companies House NZ.


Company number: 5247841
NZ Business Number: 9429041251003
Incorporation Date: 23 May 2014
Removed: 01 Aug 2016
Entity type: NZ Limited
Registered Address
Level 9, 86 Victoria Street, Wellington,
6011 , New Zealand

Address History
  • 228 Queen Street, 4th Floor, Auckland, 1010 , New Zealand. (18 Mar 2015 to 01 Mar 2016)
  • 41 Shortland Street (c/o FX Intelligence Ltd) Plaza Level, Auckland, 1010 , New Zealand. (18 Sep 2014 to: 18 Mar 2015).
  • 41 Shortland Street, Plaza Level, Auckland, 1010 , New Zealand. Effective from: 13 Aug 2014 Effective to: 18 Sep 2014
  • Apartment 1305, 1 Courthouse Lane, Auckland Central, Auckland, 1010 , New Zealand. Effective from: 23 May 2014 Effective to: 13 Aug 2014
  • Address for service: 228 Queen Street, 4th Floor, Auckland, 1010 , New Zealand. Effective from: 18 Mar 2015 Effective to: 01 Mar 2016
  • 41 Shortland Street, Plaza Level, Auckland, 1010 , New Zealand. Effective from: 13 Aug 2014 Effective to: 18 Mar 2015
  • Apartment 1305, 1 Courthouse Lane, Auckland Central, Auckland, 1010 , New Zealand. Effective from: 23 May 2014 Effective to: 13 Aug 2014


As at date of Strike off:
  • Priscila Lamoste LUSTRE (19 Jan 2016 -01 Aug 2016), U 2, 106 Pohlman St, Southport, Qld, 4215 , Australia. Australian company directorship: ATR AUS 2015 PTY. LTD. Office 22b, 105 Scarborough Street, Labrador, Qld, 4215, AU
Former Directors:
  • Rujina BEGUM (12 Mar 2015 to 30 Mar 2016). 11 Boyde Gardens, Bedford, MK40 4PT , United Kingdom
  • Brian Walter JOHNSON (23 May 2014 to 21 Sep 2015). Apartment 1305, 1 Courthouse Lane, Auckland Central, Auckland, 1010 , New Zealand
  • As at date of Strike Off:
    • Priscila Lamoste LUSTRE 10,000 (100%)
  • Historic:
    • Shares held 10,000 (100%)
      • Rujina BEGUM
      • Transfer: 31 Mar 2016
    • Shares held 10,000 (100%)
      • Brian Walter JOHNSON
      • Transfer: 21 Oct 2015
Observation and Analysis
  • There's not really that much to review, in summary;
    • Short lived - c2.5 years from incorporation to strike off
    • Churn - Multiple changes to the management and ownership (and office)
    • Beneficial Ownership - Based on how the shares transfers occurred at same time as directors changes the shares are being held in nominee for another party (undisclosed).
    • No resident director - Priscila Lustre, sole director (prior to the Company being struck off) lists a property in QLD Australia as her residential address.

Director - Companies Act, Section 10(d)
On 1 May 2015 section 10(d) of the Companies Act 1993 was amended to require all companies to have one or more directors, of whom at least one must either live in New Zealand or live in an enforcement country and be a director of a company that is registered (except as the equivalent of an overseas company) in that enforcement country.
Australia as you would expect is considered an 'enforcement country' under section 10(d), which means as long as Ms. Lustre is a director of an Australian entity (and its allowable under the companies constitution) she is able to act as sole director of a NZ Company.
The NZ Company records provide two crucial facts to check, the details of the Australian company and her address in Australia.

The address:
Google makes the first task effortless;

Initial observations;
Well it a nice little property, neat and tidy, and appears to be reasonable value for your money. But it doesn't quite fit the image on an up and coming Forex Matriarch overseeing an empire being built on unbeatable trading bots?
What useful information are we able to yield about the property?
Without much effort there is quite a bit of useful information.

1. The property was sold on 15 March 2015.
2. It was sold for $370,000, and was an attractive purchase as it came with a long term tenant.

So what does that mean?

It might mean very little, but the timing of the sale and the fact that the property was sold with a tenant when analysed with other facts that may be gathered provide for some interesting insight.

Even with the very limited data points which are known at this stage, various scenario's can be extrapolated, each of which are constrained or influenced by these two known anchors;
  • Ms. Lustre has rented the property for an extended period of time, and resided at the property for at least a 6 month period after 15 March 2015 (who would buy a property with a tenant there for less).
  • The long term tenant is an associate or a party known to Ms. Lustre.
  • It is an investment property purchased by Ms Lustre (or associate or a party known to her) on the 15 March 2015;
  • It is an investment property sold by Mr Lustre (or associate or a party known to her) on the 15 March 2015.
  • There exists some relationship with a party with a connection to the property that is un-effected by a change in ownership of the property (say a strata company, caretaker, property manager etc).
This can be parked for now, as we haven't even hit our stride collecting the facts yet.

Going back to the requirements of Section 10(d);

A director residing in an enforcement country also needs to be a director of a local company.

This requirement appears to be satisfied, as Ms. Lustre has disclosed that she is a director of;

ATR AUS 2015 Pty Ltd (22b, 105 Scarborough Street, Labrador, Qld, 4215, AU).

Rather than just presume this is correct, lets take a look at ASIC records for ATR AUS 2015.

ART AUS 2015 Pty Ltd
  • Company
    • ACN: 609 034 602
    • Registered in: Queensland
    • Registration date: 29/10/2015
    • Registered address & Principal place of business
    • Office 22B, 105 Scarborough Street, LABRADOR QLD 2E2641007 4215
  • Directors
      • ######################################
      • DOB ##/##/###, ###########, NEW ZEALAND
    • Previous Directors
        • '6', 252 Marine Parade, LABRADOR QLD 4215
        • DOB: ##/##/####, #######, PHILIPPINES
        • 29/10/2015 Cease: 16/06/2016
        • ######################################
        • ##/##/#####, ########, NEW ZEALAND
        • Start: 17/11/2015 Cease: 16/06/2016
    • Members (Shareholders)
        • Office 22B, 105-107 Scarborough Street, SOUTHPORT QLD 4215
        • 100 Ordinary
        • 1 Class A Partly Paid
      • Previous Members
          • 1 Class A Partly Paid
          • 10 Ordinary

This confirms that Ms. Lustre was a director of ART AUS at the date of her appointment, although she resigned on the 16 June 2016, which is a month and half prior to United Global being struck off. However, she may hold the position of director with another Australian company, even if she didn't its hardly material in the scheme of things.

While we have the information on hand lets poke around and see what else we can find out.

Who is Ausecorporate?

Firstly lets google for Ausecorporate Holdings. It turns out their domain is quite easy to find. and it looks like they have a nice brand spanking new website. Having a quick look through, we can see that AUSeCorporate is a registered ASIC agent, incorporator and administration company Considering the subject matter, that makes fairly logical sense.

Ownership of ART AUS 2015

It appears on incorporation Ms. Lustre held 100% of ART AUS . Some time post incorporation Ms. Lustre has relinquished the ART AUS shares to Ausecorporate. Presumably this may have been on or around her resignation.

Curiously, the total shares on issue have increased from 10 shares to 100 shares. There must have been a reason for this occurring, ( 10 of 10 shares and 100 of 100 shares are both 100%)

it may indicate that there are other parties that have rights to a percentage of ART and Ausecorporate holds those shares as their nominee. Something to note now that could be somewhat useful to know down the track.

No Aussies in AusCorporate

Interestingly, of the 3 founding directors, non are in fact Australians. Peter Burslem and Lisa Taylor are Kiwi's and Ms. Lustre is from the Phillipines. Albeit Peter Burslem resides appears to reside in Australia.

Note: I have deleted personal information such as DOB/birthdays, home addresses. While this information has been collected from open source, I don't believe in circulating information that may impact on families etc. I've left the addresses provided by Ms. Lustre as these are clearly not her place of residence (which is covered below).

What's not clear is the role/relationship between Ausecorporate, Ms. Lustre and United Global. Since Lisa Taylor resides in NZ, if United Global was a client of AuseCorporate, it would make more sense to appoint the local NZ resident as director.

A cluster of addresses

Bring the NZ and ASIC data together, we now have 4 seperate addresses. Ms. Lustre has provided separate addresses for NZ and ASIC;
  • ASIC - 6', 252 Marine Parade, Labrador QLD 4215
  • NZ - U 2, 106 Pohlman St, Southport, QLD 4215

Again Google provides some instant insight into the second address. It was purchased 9 years ago, is currently seeking a tenant, and has recent reduced its rent by 5% suggesting it may have been vacant for a period of time. By looking back to the previous year it can be seen that this has been a rental property for a long period of time so unlikely it was a principal place of residence.

AusCorporate has two addresses;
  • Operational: Office 5, 20 Welch Street Southport QLD 4215
  • Registered: 22B, 105-107 Scarborough Street, Southport QLD 4215
As highlighted above all addresses are in the same postcode.

Google Maps

The adjacent google map shows the close proximity of the 4 addresses (even though two are residential and two are commercial).
Coincidence? Maybe they are all part of one property portfolio?

Musical chairs

Whats pretty clear is there is quite a bit of musical chairs being played, the only objective is to play pass the parcel until strike off.

United Global Holdings
23 May 2014 - Incorporation
  1. Sole Director: Brian Johnson
  2. Shareholder: Brian Johnson - Address 1305, 1 Courthouse Lane, Auckland
  3. Address: Apartment 1305, 1 Courthouse Lane, Auckland
13 Aug 2014 - 41 Shortland St, Plaza Level, Auckland
18 Sep 2014 - 41 Shortland St, c/o FX Intelligence, Plaza Level, Auckland
(note; FX Intelligence is a Brian Johnson company)
12 Mar 2015 - Rujina Begum appointed
18 Mar 2015 - New Address 228 Queen Street, 4th floor, Auckland
21 Sep 2015 - Brian Johnson resigns
21 Sep 2015 - Brian Johnson transfers 100% of equity to Rujina Begum
19 Jan 2016 - Priscila Lustre appointed
01 Mar 2016 - New Address - Level 9, 86 Victoria Street, Wellington, 6011
30 Mar 2016 - Rujina Begum resigns
31 Mar 2016 - Rujina Begum transfers 100% of equity to Priscila Lustre
01 Aug 2016 - Company Removed from Register

letter of demand

Dear Ziah,

Attain: Ms. Paulziah Fitzgerald

Dear Pauliziah,
Re: Repayment of [Investment]

We refer to the Private Investment Management Agreement ("PIM Agreement") (and associated Risk Disclosure) between [investor details] (the "Investor") and Maxim Capital Limited ("MCL").
For clarity and the avoidance of doubt, we note the PIM Agreement was provided to the Investor by the Referring Party (Footnote: Referring Party is defined within the PIM and Risk Disclosure), executed as requested, and returned to you in your capacity as MCL’s manager in Australian.

Additionally, it appears there are jurisdictional related management and hierarchies related to specific jurisdictions, where there is representations and inferences that

You are your immediate associates f
in representing MCL’s jurisdiction of Australia.

In [xxxx], pursuant to Clause 9 of the PIM Agreement, the Investor provided notification that it it did not wish to renew the Contract.

At that time an offer was made to enter into a substantially different and completely unrelated arrangement that from our understanding related to an entity known as Amazon Gold Limited.

The offer was declined and instructions were provided to withdraw the Investment Monies in accordance with the agreement. At your and the Referring Brokers request we communicated the same to other representatives within the MCL Group.

the [investor] provided notification that it

As you are well aware in [xxx] 2015, on behalf of [gxxx] I

In a previous letter sent to you on [date], we sought the payment of [insert amount of debt] which is owing to our client. We advise that we have instructions from our client to commence legal action against you to recover the amount of [insert amount of debt]. Before we commence court action as instructed we advise that our client will accept your payment of the amount of debt being [insert amount of debt] by 4.00pm on [insert date].


We trust that our request for repayment is handled promptly and professionally, while we are disappointed by the lack of communication and the delays in the

repayment of our investment and outstanding performance fee’s, we take some comfort that consistent with our instructions no ROGP shares have been issued in the name of [xxxx].

We reiterate ou

We make this assumption on the basis of the ROGP announcement on the x March 2016 whereby Legacy Trust acting as trustee for the AGL Trust lodged a beneficial owners notice for all new shareholders that participated in the conversion of their investment to AGL.
We also note that various other Australian parties that are associated with yourself also have not been issued shares which infers that they also made a decision not to participate in converting their investment to AGL.

We also note that while clause [paragraph] of the Investment Agreement refers to ROGP extending a form of guarantee to Maxim investors by undertaking to issue ROGP shares in the event of quote "the unlikely collapse of Maxim", which has not occurred and appears to be supported by fact that ROGP has not issued any shares for that purpose. The shares held by the AGL trust were not issued by ROGP but are the shares previously held by Great Mission, Inc (Vanuatu) an entity controlled by the former largest shareholder.

form of guarantee in the event of liquidation of

We do not

oo sought to redeem their investment rather than

We provide this letter as formal notification

Please do not disregard this letter, it is important that you take

It should be read in conjunction with the attached addendum.

For the sake of clarity and avoidance of doubt. We refer to [clause] [paragraph] of the Investment agreement [or the risk disclosure?] the requirement imposed by MCL (and the investors reliance) on referring party obligation to ensure that the investments is [legal within home jurisdiction]
As the investment agreement was provided by the Referring Party for execution and delivered to yourself in your capacity as Maxim and

In the event that it is found, that any failure to comply with obligations under the Corporations Act 2001 (Cth) (the Act) including but not limited to foreign entity registration and reporting obligations, the issue and promotion of financial products and/or managed investment schemes. Any inducements, conflicts of interests, misrepresentation, undertakings or any actions that has put the investment at risk, negatively impacted the value of the Investment or compromised the investment or the Investors themselves, we reserve our rights to any and all courses of action available under Australian law or any other relevant jurisdiction against MCL, their officers, associates, representatives, referring parties or any person or entity that has received financial benefit, incentives or inducements in relation to the Investment. pf


We refer to the investor agreement dated xxx, this should

This letter of demand has been issued to

What was being undertaken on behalf of Maxim were clearly activities that require the formal registration of a branch office.
Maxim had established a presence in Australia, that fits within the definition of 'registrable body’ (as defined by the Corporations Act) via an agent, that agent was undertaking activities for Maxim including administration, sales generation, management of client accounts etc. There is an obligation to meet the obligations of operating in Australia which includes registration with ASIC and providing financial statements for the company that the activities are being undertaken).

We reference the OCT announcement by Royale Globe Holdings on [xxx] March 2015, where the trustee for the AGL trust

The activities being undertaken are

  • Job title or job description would indicate activities related to direct revenue generation / support or sales activities.
  • Sales are made to customers based in county and local contracts are negotiated by the local employee. Note that even though the employee may not have power to sign the commercial contracts, if they are deemed substantially involved in negotiating the terms of the contract and have basically identified the customers and "concluded" the contract terms, except for physically signing the contract, then it is likely that the contract will have been deemed to have been "concluded’ locally.

[Dear Paulina,]
Enclosed is a electronic copy of the letter that has been delivered to you by [courier], the purpose of the letter is to make a formal call on the long overdue return of capital and accumulated performance fee’s

It is quite disappointing that we have received little

Branch office

From the information that

This is also consistent with how Maxim has chosen to operate in other jurisdictions, including NZ from [x ] to [x ] and Hong Kong [x ] [x ] (albeit the Hong Kong branch is a branch office of a Seychelles registered company).

An electronic copy of the letter (and any subsequent correspondence) has been delivered to the following parties which we believe have or exert a level of control over the jurisdiction of Australia,

Maria Vantage (aka (#xxxx)
Oscar King (aka Iam Oscar, Liang Zhang) (#xxxxx)
Andrew Ann Hoe Lim (aka Dr. Andrew Lim, Prof. Andew Limo) (#xxxxx)
Director & CEO Maxim Capital Limited

The investment was made through Ryan and yourself,

The letter is being delivered to you in your capacity as Maxim Capital Limited Australian Country Manager

We trust this matter can be resolved swiftly and professionally.

In the event that the full amount has not been repaired within the timetable

This formal letter of demand is issued to pursuant to

you in your capacity as the Australian representative of Maxim Capital Limited ([Co. number]) (MCL)
The activities that have been undertaken by Maxim

In the event that full and final settlement of the Repayment Amount has not occurred with 14 days of receiving this Letter,
As a creditor of the Company, pursuant to Section 585(a) of the Act, a formal demand for payment will be delivered to yourself
it is the intention that

Section 585(a) of the Act provides that a creditor may serve a demand for payment of a debt on a Part 5.7 body. Service may be effected by leaving the demand at the Part 5.7 body's principal place of business in Australia, delivering it to an officer of the Part 5.7 body, or in accordance with the terms of a court order.

Foreign Companies
Companies that are incorporated outside of Australia that wish to carry on business in Australia must be registered with ASIC. Unincorporated bodies that do not have their head office or principal place of business in Australia must also register with ASIC if they wish to carry on business in Australia.
A foreign company applying for registration must lodge an application accompanied by certain prescribed documentation, including a copy of its constitution, financials, list of directors etc.


Carrying on business
A determination of whether or not a foreign company is "carrying on a business" in Australia requires an examination of all of the circumstances of the company’s activities in Australia in light of several provisions of the Corporations Act and a body of common law principles.

At common law, a foreign company may sue and be sued in its own name, however, a failure to register under the Corporations Act as a foreign company, when required to do so, may inhibit that company’s right to sue. Some of the more important obligations imposed upon foreign companies registered to carry on business in Australia are set out below.

A professionals accidental journey from cynic to champion

and incredibly dangerous crowd driven wealth destroying

which by virtue of their chosen professional as lawyer a natural propensity towards

insight to the journey from

journey of a professional

The persona I immediately disliked as I assumed it was a poorly veiled pump-up. As I read through

Having spent 9-12 months deep diving in the cess pool of retail forex, and more specifically those that use re-skinned off the shelf platforms as a front to promote stinky fixed return no risk, 100% guaranteed, most trustworthy, proprietary secret squirrel IP, market moving , most gifted AI bot, self percolating fund management investment (aka a dodgy HYIP Ponzi) I’ve perhaps become ultra cynical and somewhat sensitive to these schemes, those that promote them and the n

was providing an account of had made the cautious decision to invest with FX United

  1. I speculate that if UGHL has provided any accounts they would have filed them as ‘dormant accounts’, because of course they are not actually doing business through this entity. There is a UGHL Bahamas, which like other similar jurisdictions doesn’t require you to file accounts in any event.

FX United Explained
archived 15 Jul 2016 00:50:51 UTC

What started out to be a comment to one of Richard’s articles that mentions the soon to be homeless United Global Holdings, has blown out a little and has morphed into an article / blog of sorts.

FX United Explained
During the week I stumbled across web-blog To be honest, I am still a little confused and have mixed feelings about the site. My first reaction was that it was a marketing ploy by FX United taking on the persona of a Sydney lawyer.

If it is in fact an honest account (which I think it may be), it provides an unfettered insight of ones journey a qualified professional journey from cynic to champion, and highlights the powerful influence of human behaviour and the crowd.

Its important to note, that the author of the blog started as a cynic, and did undertake a level of due diligence, as part of this process was looking for signs that this was a scam.
Its easy to look from the outside in and pick holes in someone’s process and decision making.

The first most obvious question from an outsider, thats had no involvement in something similar, is that how does a professional, especially one in the legal professional that has natural propensity towards being a cynic and a risk mitigator quickly move so quickly from cynic to champion.

Having thought about it, there are some reasonably obvious reasons.
We all are a product of our environment, and generally move through life within the constraints of our chosen career. Lawyers are highly skilled, by virtue of their profession tend to be cynical, generally cautious, and risk adverse. Each of these traits can be seen within the blog.
Advantageously, there the ability to transfer and utilise these skills in other environments and sectors. But they can also be very ineffective without availability
Being a lawyer in no way equates to having an effective understanding of financial markets, or the regulations that those markets are bound by.

A combination of the lack of identifiable and easily accessible resources that he could use and process that would provide definitively provide the clarity he was seeking as to whether this was a scam or not. One of the things I found most concerning was the lack of understanding of the legal and regulatory considerations; "is it a scam and does it really matter". Yes and yes. Actually its a train wreck of breaches

The retail forex space is a cesspit filled with dodgy providers. So much so ASIC has recently lifted the skirt on 55 providers, handing out 150 regulatory actions, and this is just to the licensed providers, their corporate representatives, and not those that are unlicensed or peddling the HYIP Ponzi death traps.

I doubt that the blog would ever have been started if he was digested and understand the legal and regulatory considerations and potential consequences resulting from promoting, taking a clip from those that sign up to an unregulated fx provider peddling an illegal product.

Secondly, and quite importantly there is no easily available analytical model that provides clarity to just how impossible it is for the products

These resources if were within his reach you would expect the outcome to be

One trait that wasn’t lost throughout was the importance of risk mitigation.

Unfortunately, the merchants of scam know is the key to maximising their scam.
It is delivered with devastating effect;
the outrageously high yield, the false sense of confidence gained from the month to month payments, the reinforcements, and the stimulus of confidence meshed with the eniviatble desires of greed. Result in the ultimate sin being committed. Borrowing to invest in something that is not real.

definitive answer

tools at his disposal, looking for facts that he considered important in determining if this was a scam or not, a strong desire to move his life forward,
somewhat unaware of the influence of a small but motivated and conflicted crowd

skills and expertise developed can b

while transferable and useful outside their core area of expertise, are not

Our knowledge, skills and

professional in one field develops knowledge and skills

FX United ‘Funding your account'

How to Invest in Ponzi Schemes


Ponzi schemes are when funds obtained from new investors are used to pay off existing investors in a continuously growing "pyramid" type structure. Named after Charles Ponzi, who promised a 50% return on $150 in 90 days ($225), these schemes have been around for almost one hundred years. With the low interest rates earned from deposit accounts, many Singaporeans are looking for "alternative investments" that guarantee huge returns. Thus in the past few years, ponzi schemes, many of which promise no-risk double digit returns, have been on the rise. There are definitely big profits to be made in ponzi schemes (not just for the organisers/originators); those who were the early investors and participants who had already exited with their money (their original principal plus any interest or dividend) will benefit from the scheme, so long as they exit before the scheme becomes unsustainable. Many ponzi schemes can go on for several years,  so there’s certainly ample opportunity to cash out and exit before the scheme implodes. What then is the problem with investing in a ponzi?

The short answer: Greed, and failure to recognise that it is a ponzi. Too many people will stay invested in them for way too long. Because it’s "easy money", it becomes addictive. The other major problem with them is that those who benefit from ponzi schemes do so at someone else’s (unknowing and nonconsensual) expense. In these schemes, someone is always left "holding the bag" of empty promises at the end. And with the way these things are set up, more people will be devastated by ponzi schemes, than those who actually benefit from them. Read further to learn the telltale signs of a ponzi scheme.

My personal experience
About two years ago,  I attended a dinner "investment seminar" by Shenton Wealth Holdings and Dolphin Capital.  They were selling some alternative real estate investments located in Michigan (US) and in Germany. I was interested in what they had to say because of an ad I saw that guaranteed 12% returns. At the time, I had 2 investment properties in the US already (owned in my own name) which were giving me a 6% and 8% return. Of course, neither of them were "guaranteed" returns and both were subject to tax and currency exchange fluctuations. Thus, this type of "guaranteed" investment, which the ad promised, which was not subject to tax or exchange risk was very new to me, as I had never seen this sort of investment when I was in the US.

The seminar was at a 5 star hotel and came with a free buffet dinner, which also helped to reel me in. The higher returns initially did sound off some alarm bells, but I just thought that maybe this company was very good at negotiating the purchasing of distressed properties. However, half way through the seminar, the alarm bells went off again. The seminar was like a big "show", and they were using a very common formula that I’ve seen used in all sorts of scams, MLM (multi-level marketing) schemes, get-rich-quick seminars, and the like. Here is the general formula of this well-orchestrated "show":

  1. The Caucasian. A local emcee gives a raving introduction on the accomplishments of the company and of the speaker, who is usually a male foreigner. The emcee makes it a point to tell you that it is on this very special occasion that this foreigner is able to come speak to you (making you feel like you were one of the exclusive lucky few who were chosen to be part of the "in crowd").
  1. The Fake Cheque. The foreigner talks about all the money the company has paid out. To further prove this point, he might spend the next 10 to 15 minutes issuing fake cheques (those really big ones you see whenever there is a jackpot winner) to early investors.
  1. The Model Investor. A couple of early investors might give their testimonial. These also follow formulas. Some start with a story of doubt (e.g., "I was skeptical at first, but my agent assured me that there were no risk so I put my money in, and now today I stand here richer than before. You, my friends, can be like me."); others talk about dreams (e.g., "I now can send my kids to uni") or how the money saved them from disaster (e.g., "Now I can pay for my mother’s nursing care"). My favourite stories are from housewives (e.g., I’m a stay-at-home mum and this has allowed me to make passive income and still be able to take care of my kids). They want you to see these early investors, and have you fantasise about being in their shoes. They will pick people who are relatable, but not too savvy and not too good looking (otherwise, you might be intimidated). They want you to think, "If this ordinary guy can do it, I surely can do just as well, if not better". This is the bait they want you to take.
  1. The Random Accolades & Awards. Before the companies get into the details of the investments, they want to tell you how their company has a proven track record and they will show you a list of awards. When you carefully examine these awards, you’ll realise that many of them are unheard of, they are not backed by industry standards, or they are simply bogus and are "bought" so they don’t mean a damn thing.
  1. The Presentation. After you become a bit envious that your name wasn’t on that fake cheque, they begin their sales pitch. They start by telling you that they’ve identified a new market and that they are letting you in on this once-in-a-lifetime opportunity, while your underprivileged peers remain unaware. They will then show you a slideshow or video of their projects, and explain in a very simplistic way on how they make money for their investors (but only if you act now). These slideshows always have lots of photos of smiling people. What they don’t have, however, is details – details about exactly how these projects make money. This is not to say that the company doesn’t do anything and the photos are fake. The company may actually have real working projects, but what makes it a ponzi is that the bulk of the money they make is from the influx of new investors, and not the result of their real estate projects. And it is because of this that you will never see an audit report or cash flow statement. Instead, the numbers they will show you are your guaranteed rate of return, the minimum amount you need to invest, and the minimum investment period. Sometimes they will tell you how much others have invested in the company and how many investors there currently are. These numbers may be useful in telling you how far from the top of the pyramid you would be if you chose to invest.
  1. The Meal. Because the presentation lacks details, you might have questions at this point, but instead of taking questions, they immediate proceed to serving dinner. You know how we Singaporeans get when it’s makan time. Food is comforting to us; it can assuage and ease our doubts. We break bread with people we love and trust, so a meal is the perfect way to earn our trust. Plus, there is a sense of reciprocity when we are given a free meal, and we might feel the urge to give something back.
  1. The Special Offer. Someone will inevitably announce that there is a special limited-time offer for investing a certain amount today. This usually comes in the form of additional returns. They might say, you get 12.5% if you invest $30,000 or 13% if you invest $50,000. They have to do this because funds in the ponzi need to grow almost exponentially in order to pay off the existing investors, whose numbers are also increasing.
  1. The Brainless Contracts. This occurs after we are well-fed and the blood flow is now to our gut and not our brains. The sales reps and agents go around with pre-filled contracts and all you have to do is sign. This seals the deal.

It was at this time that I decided to corner one of the sales agents and ask him all the questions that I jotted down during the presentation. Here were some of my questions:

  1. Do YOU invest in this? Why not?
  2. Does YOUR FAMILY invest in this?
  3. What happens if the company defaults, or the projects fails?
  4. Who audits your company? Can I see your annual report?
  5. What is your commission?
  6. Who pays the taxes, marketing fees, management fees, transaction costs, etc.?
  7. How do you protect against currency exchange risk?
  8. This is a very elaborate seminar. How much did this venue and dinner cost?  How is your company paying for these costs?
  9. If these investments are so good, why aren’t local people (i.e., people in Michigan and in Germany) investing in them? Why did your company come all the way to Singapore to find investors?

My agent could not answer most of these questions. He also confessed that neither he nor his family have invested in these projects. I looked at this hands, and they were shaking. So I thanked him and left.

Further Research
I discovered that there were several companies in the recent past that have been busted for being ponzi schemes – Sunshine Empire, Profitable Plots, Geneva Gold, and SureWin4U. Many of these companies were listed on the MAS Investor Alert List, which provides a listing of unregulated companies, many of whom give the false impression that they are authorised and licensed by MAS. Both Shenton Wealth Holdings and Dolphin Capital are on that list. Other big players include Capital Asia Group, Walton International, and Wealsol.

Out of curiosity, I wanted to know what it takes to be a sale rep for these companies. What I found in my research was that these companies have very high turnover rate and the sales Previewagents are under an extreme amount of pressure. One former employee said that the company was "not very transparent" and that he had to tell "white lies" to push sales. Another actually reported in Glassdoor that the company was "one step away from a real estate ponzi scheme" and "the worst career mistake" of his life.

There are plenty of posts that tell you to stay away from ponzi schemes. But this is not one of them. You can certainly make huge profits on them, so long as you are an early investor and you exit in a timely manner. However, investing in ponzi schemes do come with big risks (there are far more losers than winners) and also the knowledge that your gain is someone else’s nonconsensual loss. I personally am not comfortable with these so I tend to stay away from them. But now that you know what a ponzi scheme selling seminar is like, you can make a more informed decision on whether you want to take the risks. When I was at the seminar buffet queue, I heard this one lady say,

"This company is great: they will help me to earn more passive income and they even gave us a free meal." I thought, "No lady, you just paid $10,000 for your meal! You can only call it a free meal once you’ve exited with all your money and your dignity intact."

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2015-05-xx PLT Taoudeni Resources

  • TR (consolidation & issue)
    • Ive already highlighted some of the critical issues with the fuck-up
    • many of these may seem small and yes maybe you can fudge away with doing those hack changes as incrementally proposed.
    • But why do it if could be avoided.
    • I just can’t understand what the logic is or was other than a pricing decision was made for the ‘investment’ and that price was also used as the ‘nominal price’ for class and because of this every decision since has been skewed by this.
    • Because regulatory oversight tends to be fairly lax at the low end, then better than even odds of never being an issue.
    • The flipside reality is international cross border tax is complex and expensive to seek advice to properly structure
    • What frustrates me is that I’m pretty certain I have a lot less available time than NT, have gone out of my way several times to build out resources which I have always shared out (and mostly ignored, sometimes copied to somewhere else that i have no access to).
  • Anyway the following are my addition and final thoughts on the key considerations relating to TD.
  • The only thing i really need back is a copy of the complete share transfer form for the 212 shares.

    • Plutus Considerations
      • In assessing the potential tax for the current period;
      • Three areas that Plutus needs to consider;
        • VAT:
          • Resolving to issue equity in lieu of cash is only the right to issue.
          • A tax invoice will be required to be presented with VAT to be able to issue the stock
          • I don’t know if Plutus has registered for VAT (from what Ive read VAT threshold is GBP79k).
          • So cashflow is not impacted, the invoiced amount is settled in stock and the VAT paid in cash.
        • GBP49k:
          • While the intention of the issue is to rebalance between parties.
          • The consolidation is a complete waste of the uplift that would have yielded from the initial subscription at 1p.
          • The issuance of new shares (that cannot be issued for anything less than 80p requires some basis or rationale to issue them.
          • So again, it requires a party to invoice for services, if that party is in the UK then it will attract VAT.
          • If the services are provided by a foreign company but were provided in the UK then VAT & Income tax may be payable.
          • value at less than 80pThe creates an entirely new tax obligation (again the above invoice + VAT applies).
        • Equity for services
          • In the folders shared out I noted there were additional shares to be issued to Plutus with an uplift of 1.6x.
          • Again tax invoice to be provided and it would be at the 1.6x value.
      • Taxable Value:
        • its important to note that the deemed taxable value of the gains or income tax may be different than the 80p, particularly if discussions are being undertaken with 3rd parties based on a significantly higher valuation.
        • Note:
          • I did read that minority interests especially those under 10% would be valued at a lower value than the headline number (especially if there is inefficient liquidity to dispose of the shares (in the event that they had to be).
          • In fact there appears to be various favourable scenarios that can be considered. What I have read myself and consider useful I've shared on Evernote (with more pdf’ to be coped into Plutus on drive)

    • Assignment of Rights:
      • I had always assumed that there was some formality around the assignment of the ‘Mauritanian opportunity’.
      • Where the parties agreed to issue 'Plutus Group’ (Plutus and its associates)
        • x Shares in consideration for the assignment
        • x Shares in consideration for reimbursement of expenses.
      • I would think there are various parties that have performed services and have sunk costs relating to Mauritania, per just requires thought on restructure accordingly.
      • I’m certain there is quite a bit of information/documentation covering this kind of transaction.

    • Rollover relief
      • The rule of thumb (my understanding) to qualify for rollover relief (deferring the taxable event when shares are exchanged for other shares)
        • is the securities have to be exactly like for like,
        • if different securities are issued then this results in a deviation and provides the tax office the ability to tax that event.
        • this also needs to be considered with issuance of options and performance shares.

      • 80p par value
        • this is possibly going to be an issue being rolled up into GoldCrap
        • to get roll over relief it must be through the acquisition of the shares in the company (not an asset sale)
        • If it requires like for like, then GoldCrap would need to issue 80p par value shares, which is not really appropriate going forward ,
        • and you still have those hybrid non voting (ever) part paid performance shares that need to be considered.

    • Hummingbird
      • Not sure if they have even seen structure of what they are to take a 10% equity interest in,
      • on one hand they might not give a shit (an indicator of this would be whether they prepared a shareholder agreement in addition to share sale, and if they did what share structure have they used)
      • If Goldcrap deal goes forward
      • It would probably be more preferable to them to have their interest crystallised in Goldcrap shares rather than into TD and then into GC.
      • Especially if there is an imminent asset sale and a cap gains is crystallised as part of that proces
      • This would fuck off the SPA argyy-bargy also avoid fucking around with shareholders agreement in TD.

Possible Structure with GoldCrap
Depending on the timing, this could all be swept up within the proposed acquisition.
Remember Gavin’s drivers are significantly different and probably in the short term he is looking to salvage multiple investments vs thinking about the consequences of doing so

  • Goldcrap to acquire TD (or assets of TD)
    • Ghana project
      • rather than executing SPA as normally would be some alternative agreement that assigns to Goldcrap
        • i.e they get 10% of the Consideration to be issued by GC.
    • Mauratania project
      • Agreement between TD + Plutus (facilitator = stock as agreed) + VendorCo (GBP50k or x% of consideration Note 1)
      • Vendor Co would be Singapore/facilitators that originally brought the deal to Plutus (beneficiaries of may or may not include Plutus representatives).
      • This would bypass the churn and associated issues of re-issue of stocks in TD.
        • Facilitator:
          • Plutus should act as facilitator of the deal, manage the vendors and acquiring co.
          • The revenues earn from this process (retainer, fee’s and cost) should seek to cover the costs of operating in the UK and provide some additional working capital
          • collectively with minimal and manageable tax consequences
        • Acquisition CO:
          • The vend and any implied or actual additional sweat should be factored into the ‘founder/vendor’ stock.
          • Investments made into the ‘origination strategies’ can be appropriately structured to tax effectively preserve assets value

  • PR/Perceived Value
    • Typically when Ive structured these transactions historically, you look to squeeze some additional perceived value from the deal origination.
    • The perceived value could be beefed up by having VendorCo also provide GolfCrap with first right of refusal for deal-flow within target jurisdiction
      • i.e. Mauritania and adjacent countries for example;
        • that copper project looked at in Morocco was a Hunton deal,
        • obviously it didn’t get done through hunton in the end (Nex Metals that was funding it had an internal blowup),
        • I also know the vendors didn’t get their next deal done (vendors russians and tough market). but Nex had paid EURO5k to commence DD but was put on hold.
        • This could possibly be picked up again. Just an example of something that could be put forward

Risk Analysis:
  • I don’t know what the expected uplift is to be but for something that is yet to be granted and only has an agreement that after certain expenditure and assessment of results whereby Anto may at their sole descretion take up their rights to spend a nominal amount).
  • Other than the fact that Gavin’s investco has pumped in GBP50k, what other compelling drivers to keep the deal going

draft stuff

    • Advisors
      • Its easy to rely on one set of advisors over another.
      • Lawyers don’t provide tax advice, and may not necessarily structure to maximise tax efficiency, especially if not aware of wider circumstances and requirements.
      • Accountants may provide basic tax advice, but generally cross jurisdiction and Public could require specialist advice
      • Tax experts will provide very specific (and very expensive advice),
      • Mostly can’t go past transactional experience - who has led structuring and acquisitions in the target jurisdictions.
      • (This is one reason I think it is important to create and maintain peer groups from the very first review of a project.
        • For instance, a new ASX IPO always contains a solicitors report - which will provide current mines department rules and regs as well
      • Doing business in;
        • Find out which professional services groups have the most dominant position in the country and sector.
        • Download the latest ‘doing in’ Annual. This provides a solid broad base to work from.

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