In this post I go a little deeper into my investigations and revelations that conclude, ASX:INP Management are currently quitting a core asset under the noses of their shareholders in a fraudulent manner. I reveal the smoking gun statement from the authorities tasked with ensuring that corporate conduct is legal, therefore hopefully moral. In the case of ASX:INP, it is neither. I call it BS. I call out the exact lie told to the ASX relating to this con-job and name the people and their roles as I see it in this fraud, naming the King Pin for the first time – a crook who has pulled the strings from behind the scenes – and for years.
Let’s get to the two points of this post straight away then provide commentary. My conclusions come from evidence provided to the Tipline sufficiently powerful that I believe this 100%, and for clarity that means absolutely, without a shadow of a doubt:
1. The Lie
ASX tells us that ASX:INP
has confirmed that the sale was conducted through an auction process with multiple bidders and the share sale agreement was negotiated on an arms’ length basis.
Utter BS! Show me evidence of that ASX. You’re being conned BIG TIME if you take that to be gospel.
2. The Boss
The King Pin in this fraudulent sale of Bartercard is and always has been:
Mr Brian Hall
– one of the Smiles in Suits, but the quiet one.
There is now too much knowledge and evidence in my possession to accept the possibility that Iain Dunstan’s role was to resurrect the ailing company by aggrieved shareholders. Nope! It is, as I said recently, my inescapable conclusion that he is a traitor to the shareholders’ best interests and that his entire purpose for installation was to engineer the sale of the core asset (Bartercard) back into the original Directors’ ownership and control at no cost to them. Essentially they would clear their entire debt from their initial purchase through pre-agreed transfer of the Bartercard asset into public ownership then back into their private ownership debt-free.
It logically, simply, cannot be any other way!
I now repeat how this con has occurred and then move into the evidence supplied by ASX recently that supports this claim of fraud.
The first step in this con was to establish a public company (ASX:BPS) and to sell the Bartercard business to that company. The Smiles in Suits did this using primarily pension funds secured before the IPO by way of a ‘hidden’ interest who was in a position of influence within the Pension Fund. This individual can easily be identified and I would call him [note the gender] a Vanishing Smile in a Suit. With the incredibly short period from inception to listing (only a few months!), Bartercard reinvented itself from a private company into ASX:BPS with supposedly three core divisions and wild projections in a decidedly dodgy IPO Prospectus.
I called BS on this whole thing from the outset. It was an outright con designed to fleece the public. I issued public warnings and blogged extensively at the time. I named the Smiles in Suits and called them crooks doing BS for personal gain at the expense of Ma & Pa investors; I called the share price dive into pennystocks accurately and was detailed in real-time over what the crooks were doing, propping up the share price through borrowing in order to cash out shortly after their two year moratorium.
There appears to have been a hiccup in the crook’s activities with the failed takeover by disgruntled shareholders in 2017 and Tricky Trev’s eviction, but there was always a plan and key people remained at the core – the big picture remained the same . . . the Smiles in Suits knew what they wanted and continued on nonetheless to get it . . . to privatise Bartercard again for themselves, and debt-free.
I don’t know everything but of this all I am absolutely certain.
Iain Dunstan’s arrival was most likely a smokescreen to create the impression that trouble was all sorted and that things will look good with his track record (blah, blah, blah) but the proof of the pudding is the net result . . . the crooks are about to get their hands on the gold – their prize – their baby – what they consider is theirs by divine right – their Bartercard.
Before I get into Brian Hall and his role in it all I wish to address the fraudulent sale and how it is not possible for an auction to have occurred as claimed by the ASX using INP’s explanation (which I’d love to see actually!).
First, you have to understand that the Bartercard Trade Currency is highly debased currency, probably THE most debased of all barter currencies of all time. You can never do due diligence and want to buy it, unless you are crooked. This debasement is because of a deliberate systematic and long-term defrauding of the members’ credit by these Smiles in Suits and others and enabled by, in the immortal words of long-term Bartercard man Paul Bolte, “Bartercard’s extreme skill/knowledge of how to conceal debt” [paraphrased]. They were good – VERY good at what they did, even though it was a massive deception for personal gain of the big shots!
The only people ever in the history of this company spanning more than three decades to know the exact extent of this currency debasement are, you guessed it, the Smiles in Suits. The thing that needs to be understood here is that Brian Hall was one of the original Founders of the Bartercard business, and currency. He and Wayne Sharp and others were at it from the outset. They have the power because they know powerful leverage of Members’ credit can be. They understand how to milk the system and play the game . . . and how to conceal debt.
These are the people who deal with millions and millions of dollars converting funny money into real cash and assets at their whim. Do you think that they had any intention of letting this capacity to fleece others out of their sight for a few million in cash? These are guys who can (and I believe actually do) sell many millions of funny money for only a few million in cash or goods.
There are people around the globe who in various ways and at various times know how bad this con is to a limited degree. Branch Managers, Regional Managers, Franchisees and Country Managers have all had a good look at this elephant and know the extent of the fraud within their own jurisdictions, but not the real deal. The simplest way to understand this is to think. “The elephant is too big to see” (unless you are at the top) but if you stitch together the stories from various people here and there (which is what I have done) you can get an idea of the extent of the fraud. You may never really know what the true position of the company is, but you know that when everybody has a deficit that something isn’t quite right up top with the company!
Now there are two levels of this accounting we need to understand – the first and ground-level one is the share price, the shareholding, the company financials and so on. This is recorded “on the books”. The second one though is the off-balance sheet figures, which is permitted by some accounting jurisdictions. Bartercard has, to the best of my knowledge over a billion dollars (that’s over a thousand million) in historical and current trade deficits, hidden from view. The Directors however have access to those figures through intimate knowledge of the internal transactions, accounts and nefarious processes that allow them to profit handsomely yet all the while that they are pilfering from the currency, the trading accounts of the company can be manipulated up or down at a whim.
To those seeking to understand this offsheet trade deficit, just think cookies and the cookie jar. If somebody has a big jar that supposedly has a billion cookies in it but really the fatso who is holding the jar is not really likely to open the lid for everyone to see it is he?
This is the first reason that there can never be, and never will be a normal due diligence process with the sale of Bartercard. The moment that the cookie jar is shown to be empty, the game is over . . . unless you’re fatso holding the cookie jar. Theoretically Iain Dunstan could have auctioned the business; theoretically he could have gotten a valuation; theoretically he could have conducted an open sale but nobody would buy it or want it when the truth came out. It doesn’t matter how much cash the fatso who has eaten the cookies has in pockets to buy more cookies, if that cash is only a tiny fraction of what the cookie jar owes to all those who have banked in it over the years then he’s a crook!
So the lie that ASX:INP has told to the ASX, that the sale was conducted legally is seen for what it is . . . deception. Fraud. Corruption. BS. Call it what you will . . . it never happened.
There’s a lot more I could say (and have said) about this, such as the selling price a fraction of its cash and book assets, Iain’s conduct in buying and swapping shares, the continued share price fall and on and on but let’s tackle the King Pin for a moment and think things through.
Anthony Weise lives next door to Brian Hall (or at least he did last time I looked). Brian Hall was a founder of Bartercard along with others that I call Smiles in Suits. Brian introduced Tony Weise to Bartercard. Brian was the first one to bail with the golden parachute when they sold up their shares once they had been manipulated upwards*. To think that Brian Hall is out of it and that it’s only Anthony Weise who’s getting this asset is naive and foolish.
I admit that I too was fooled for a while by Iain Dunstan’s approach and silky words but the proof of the pudding is in the eating. These guys are all poison and Brian is at the top. Mark my words. When (or if) these Smiles in Suits get it all back Brian Hall will be right at the top. My take is that he always has been. Personally I think these crooks should all be jailed forthwith but with ASX’s wet busticket, see-hear-and-do-no-evil mentality that’s unlikely to happen. You gotta complain – as a formality I know and somebody else should come forward to do the needful but realistically white collar crime pays.
Here is the actual text and comments from the ASX, as spoken by Lisa Banh who calls herself, “Senior Adviser, Listings Compliance (Sydney)” in a communication dated 18 October 2018 [yesterday].
IncentiaPay Limited (“INP”) ASX refers to your online report dated 4 October 2018, raising your concerns regarding the sale of INP’s Bartercard business to TCM Investments Australia Pty Ltd (“TCM”) released on the ASX market announcements platform on 14 September 2018.
ASX would like to thank you for making the time and effort to bring these matters to its attention. These types of communications are an important source of intelligence for ASX in performing its role of monitoring and enforcing compliance with the ASX listing rules.
With respect to the disposal of Bartercard to TCM, ASX is not currently of the view that the transaction requires shareholder approval under chapter 10 of the listing rules, which governs transactions by a listed entity with persons in positions of influence. Listing rule 10.1 requires shareholder approval for disposals of substantial assets to a ‘related party’ of the entity or an ‘associate’ of a related party. A ‘related party’ is defined in section 228 of the Corporations Act.1 Under listing rule 10.1.5, ASX can require an entity get shareholder approval in cases where ASX considers the relationship between the counterparty and the entity (or a related party or associate) is such as to necessitate the obtaining of that approval. As explained in Guidance Note 24, ASX rarely exercises this discretion.
While it is correct that Antonie Wiese, a former director of INP, is the sole director of TCM, this does not make TCM a ‘related party’ for the purposes of section 228, as Mr Wiese’s directorship was finalized over six months prior to execution of the transaction.
Darling, these guys have been working on this fraudulent sale for years and they know the rules VERY VERY well. Keep digging, please!
ASX is also satisfied following its enquiries that there is no basis to exercise its discretion.
OK, and why is that?
INP has confirmed that the sale was conducted through an auction process with multiple bidders and the share sale agreement was negotiated on an arms’ length basis.
Ummmmmmmm. And says who? The crooks? Honey, listen up, please . . . you’ve been conned, just like the ASX:INP shareholders and the ASX:BPS shareholders before them! Just read this post and you’ll see. This is utter BS.
While ASX is not of the opinion that INP has breached the listing rules, you may wish to bring this matter to the attention of the Australian Securities and Investments Commission (“ASIC”), who is responsible for administering and enforcing the Corporations Act. Chapter 2E of the Corporations Act prohibits a corporation giving a financial benefit to a related party without member approval. However, you should bear in mind that there are a number of exceptions to this principle, including where the terms would be reasonable in the circumstances if the parties were dealing at arm’s length or are less favourable than that. You can contact ASIC with your concerns at the below link:
This is actually long-hand for “Keep walking please. Nothing to see here, now bugger off!”
Thank you again for your email. We hope this letter has helped clarify the situation.
And that makes the “bugger off” sound polite.
Lisa, dear, we’ve never met and I’m sure you’re a smart woman and do the honourable thing but if anybody ever sends you this post, would you kindly note that I warned you? ASX failed to heed my warnings over four years ago and covered *rse with formality. Millions in value slipped away thanks to that con being permitted under the rules. How about you ask ASX:INP some valid questions and suspend the share trading and halt the sale so that justice can occur for these poor investors who have gotten sucked in by a bunch of crooks with you turning the other way saying, “Shh! There’s nothing here! The company said it was all above board, after all!”
Ask for proof Lisa. Ask for the announcement of sale; the independent valuation; the proof of auction and ask yourself how at an auction an agreement can be reached privately for terms as agreed with these crooks. Can I please ask you to explain how people who would have paid $8m or $10m or indeed much more for something supposedly worth even more yet at auction . . . Imagine this at auction:
$1m? $2m? Any rise on $2m? OK you’ll offer $2m cash but you want to offer terms to me? Another $3m on top of my $2m but only if you give vendor finance? . . . OK. SOLD! Oh sorry, I missed you . . . $8m cash you said, and you’d go up to $10m or more with due diligence? Oh sorry we don’t do due diligence on this sale. Really? You’ll still buy it? Oh sorry, I missed your hand, I was looking over at
my matethis lovely man, what’s your name? Tony? OK. Tony, it’s all yours, sir.
Ummmmm a funny auction there Lisa!
May I respectfully suggest that it is your job Lisa, to ask questions and think, if you are in compliance? People are out to sneak things past you Lisa, things like pre-arranged sales of assets from public companies into private ownership at less than Market Value. Rest assured that if this sale goes through the ASX:INP shareprice will fall to that which I predicted back in 2014, pennystocks. You won’t be able to give them away. Oh and Iain Dunstan will be nowhere to be seen. Mark my words, the date and the prediction. Gone, vamoose. I would be if I was in his position. Siberia in winter would even look good.
I conclude that the fraudulent sale of Bartercard brand and business back into private ownership by ASX:INP was a rort from the outset, deliberately planned by King Pin, Smiles in Suits boss Brian Hall using a series of transactions to manipulate the shareprice and ownership of the Bartercard asset for personal gain. It was executed by his colleagues at arms for many years, ‘Tricky’ Trevor Dietz, Murray D’Almeida, Anthony Weise, and others including more recently Iain Dunstan.
These crooks have almost gotten the gold. The ASX has been (or should be) warned of this post detailing again why this transaction is fraudulent and that they have been lied to by people who consider themselves above the law, or at the very least capable of engineering events around the laws for personal gain at the expense of the public using deception and dishonesty.
Correct me or prove me wrong. The Tipline is open. My sources tell me that I’m [again] right on the nail, now hitting it dead centre, and hard.
After that all I guess I can say is, “Hello Brian!”
* ASX:BPS borrowed continually and slipped the cash to the Directors and paid out their shareholders while increasing their indebtedness – remember that these guys are very skilled at using credit and non-tangibles to create cash – for themselves. I blogged in real-time that the sale of Bartercard UK was all BS, knowing that they were hemorrhaging huge cash at the time. We later found out that it was a paper transaction – just as I said. These guys have done all of this for decades and it’s just they way they think.
Bartercard in 2017/2018
- Something’s up with Bartercard!
- Bartercard – Analysing the Rot
- Bartercard Update – Bye Bye Trev
- MEDIA RELEASE: Bartercard Insider Trading
- Bartercard Boardroom Battle
- Bartercard 2018 Q1 - We Lied!
- Fighting Bartercard in Court
- Bartercard vs Down – CIV 2014-096-428
- Bartercard vs Down – Trial Analysis
- Bartercard vs Down – Trial Report
- Bartercard’s Demise: Updates
- Seasoned Investor: Sells ASX:BPS
- Fair Market Value of Trade Dollars
- How to Fight Bartercard (& win)
- Analysing the Bartercard Sale
- Bartercard Sale Questions & Feedback
- PUBLIC WARNING: Fraud Within ASX:INP
- History of ASX:INP’S Bartercard Sale
- Open Letter to ASX:INP Shareholders
- MEDIA RELEASE: Blogger Calls Fraud on ASX:INP
- ASX:INP Management Fraud Identified
- PUBLIC WARNING TO ASX OVER ASX:INP