Notice to Remove Director - Corps Act, page-67

I have not had any faith in the APG board and the company secretary for many years. I have thought them hugely overpaid in return for a constantly substandard performance.
But even I, would have conceded that the company secretary did excel in one area – when the occasion demanded it, Nick Gaston had the ability to raise money from investors.
But now for some unexplained reason, the recent audited APG 2018 Financial Report has come out with an honesty and depth of financial reporting that has never been seen before in an APG report.
Looking closely at what is in the report – I am no longer willing to concede that the APG was good at capital raising – it looks instead like APG was being deceitful and dishonest to shareholders on what was really going on with these capital raisings.

To refresh your memories, anything in “quote marks” and bold  is a direct quote from an APG announcement. Here are some facts.

Placement 1:  9/1/18 APG announced “APG has completed a private placement of 30,000,000 fully paid ordinary shares at $0.01 to raise $300,000. These shares were raised with professional investors”
This announcement from APG was accompanied by the standard Section 708A Notice whereby the company confirms it has issued 30,000,000 shares on 9/1/18.
In the following Quarterly Report to 31/3/18 APG confirms the placement of the 30M shares to professional investors to raise $300,000. As expected the quarterly Cashflow Report- Appendix 5B – confirms “ 3.1   Proceeds from the issue of shares  =  $300k” and the APG bank balance goes up by $300k.

Placement 2: 31/7/18 APG announced “APG has completed a private placement of 90,000,000 fully paid ordinary shares at $0.002 with Australian investors to raise $180,000”.
This announcement from APG was accompanied by the standard Section 708A Notice whereby the company confirms it has issued 90,000,000 shares on 31/7/18.
In the following Quarterly Report to 30/9/18 APG confirms the placement of the 90M shares to investors to raise $180,000. As expected the quarterly  Cashflow Report -  Appendix 5B – confirms “ 3.1   Proceeds from the issue of shares  =  $180k” and the APG bank balance goes up by $180k.

At the time, I thought the 2 share placements above, were done at very good prices on a falling APG shareprice. At the time it signalled to me that perhaps these professional investors may have seen some value that I had missed.
I also remember thinking that while company secretary, Nick Gaston was doing a rubbish job of reporting on the true Cash position in the quarterly Cash flow reports – he was doing an amazing job of capital raising with these professional investors.


But now the 2018 AUDITED FINANCIAL REPORT has come out – and you can see for yourself that much of what APG said about Placement 1 and Placement 2 was not true.

Not many people would bother reading the full 2018 Audited Financial report – so I have highlighted the relevant items from the financial statements that show up the previous deception and how to understand it..

Item 1: Page 28 Consolidated Statement of Financial Position
Assets
   Other Recievables
Note9 :   Share Capital Recievable = $375,000 ”
Simple explanation: whereas Placement 1 and Placement 2 say that all the $480,000 placement money was received before issue of the shares – this shows that a huge amount of $375,000, which is 78% of the total money has not been received before the issue of these shares.

Item 2: Page5   Directors Report  -  Subsequent Events:
“An amount of $225,000 is recorded within Other Receivables and remains to be receives at 30/6/18, relating to the 30,000,000 ordinary shares issued 9/1/18. As at the date of signing of this report $225,000 of the outstanding Other Receivables has been received.”
“ On 31/7/2018, APG announced the placement of 90,000,000 APG shares at $0.002 to Australian investors to raise $180,000. The shares were issued prior to 30 June 2018 and a amount of $150,000 was outstanding and recorded in Other Receivables at 30/6/18. At the date off signing of this report $145,000 remains outstanding to be received. “

Simple explanation: A total of $375,000 remains unpaid on the issue of shares worth $480,000
On 9/1/18, APG issued 30,000,000 at $0.01 to raise $300,000 –  but $225,000 was not paid till 9 months late in October 2018.
On 31/7/18, APG issued 90,000,000 at $0.002 to raise $180,000 – but $150,000 was not paid before the issue of the shares, and today $145,000 still remains unpaid today
Even though the announcement of this issue of 90,000,000 was on 31/7/2018, the shares were actually issued earlier, sometime before 30/6/18  - giving some persons knowledge that is not available to all shareholders, and an unfair advantage in the marketplace.

Item3: Page36   Note19  - Other Transactions
“Notsag Pty Ltd, a company that provides corporate, financial, underwriting and guarantee services, employs Mr N Gaston, and provides his services as company secretary.” “At June 30 2018, Notsag has $375,000 payable to the company in relation to the share capital issued”

Simple explanation : there is no simple explanation !!!!
The company secretary, Nick Gaston announced in Placement 1 and Placement 2 that the shares had been issued to “ professional investors” and “Australian investors” and that the full amount of $480,000 had been received.
Instead we find out that $375,000 of the share issue money had not been received - and it is not owed by Professional & Australian investors but by a company called Notsag, which has close association with the company secretary, Nick Gaston.
So I called APG for a simple explanation –Nick Gaston answered but he was too busy to provide an explanation.

I am not an accountant - I don’t know if it is legal to issue shares before receiving the money.
I do think it is a very stupid and unprofessional thing for any company to do.
But the deliberate pattern of false reporting in Placements 1 & 2 – that misled shareholders about the timing, the recipients and the amount of money received for the shares, must surely have regulatory or legal implications.
Your an accountant False9 – what do you think???

Wilcox