Investors in the five UK oil companies run by Martin Finch have received an email outlining a new proposal which we refer to as the Martin Finch Scam Swap.
In a nutshell, he is advising investors to accept a swap from one scam to another. In proposing this arrangement to investors he breaches a lot of the fiduciary duties of a company director but that has never worried him.
We’ve copied his email to the Kansas B2 Project investors below and have added our comments to clarify the position for investors. As usual, we issue the standard warning which is that when a scam has been exposed it is not wise for investors to follow the advice of one of the people involved in implementing it.
Once again, the Martin Finch Scam Swap proposal involves Scuba Steve Upton. We give a link to a previous article on a similar proposal which was made to Phenco investors at the end of this article. This was the one where emails were sent out from a Martin Finch email address and were written as if they were from Martin Finch and were signed with the name of Martin Finch, but which Scuba Steve Upton later claimed were written by him. It was clearly a lie to protect Martin Finch from censure for their plot to unlawfully disperse the assets of Phenco Ltd to Scuba Steve. It makes it very hard for anyone to believe or trust Scuba Steve Upton. It is not reassuring when the man leading the latest Martin Finch Scam Swap has already been exposed as a liar.
Before we get into the email we ought to mention one very important thing. Kansas B2 Project Ltd will be dissolved on 1st December unless action is taken to prevent it. This would result in the total loss of investment for shareholders.
Martin Finch has not filed the annual accounts due 31st July 2019 for the company nor has he filed the annual Confirmation Statement. Companies House began the process of dissolving the company on 1st October and this will complete on 1st December.
We are surprised that Martin Finch found the time to email investors about the Martin Finch Scam Swap and did not mention the imminent closure of the company.
We are taking steps to prevent the dissolution of Kansas B2 Project Ltd to protect the interests of investors. The status of the company can be viewed on this link.
Below is the Martin Finch Scam Swap email. Investors in his other companies have a slightly different version of the email but the message is the same. Our comments are in blue italics.
From: Kansas B2 Administrator <[email protected]>
Subject: FW: Re: Kansas Oil lease and Royalty Payments
Date: 13 November 2019 at 15:20:50 GMT
To: Kansas B2 Administrator <[email protected]>
Dear Shareholder,
Re: Kansas Oil lease and Royalty Payments
I trust you are well.
I apologise for the absence of late, I have been working closely with a shareholder to try to bring a resolve to our payment conundrum across the multiple companies for which I am the managing director.
Too busy to file accounts and Confirmation Statement. Too busy to respond to Companies House warning letters that the company will be dissolved on 1st December 2019 if action is not taken to meet the filing requirements ?
As some of you will be aware, one of my companies, PhenCo Limited, has been wound-up by the courts because it was unable to make the payments. This had been brought about by a shareholder taking action against the company. This included court fees and an interest on the delayed payment which the UK company would not have as it is solely there for the purposes of being a conduit to making the royalty payments only. The UK company does not make a profit, whatever it receives it pays back out to shareholders. Hence, the company was not able to make the payment and subsequently wound-up.
Here is a link to the PhenCo Corporate Prospectus. We do not see the words “Phenco Ltd is solely there for the purpose of being a conduit to making the royalty payments only”. This looks very much like a brochure encouraging investment into an oil development company and not for an empty shell. The statement from Martin Finch makes it sound as if Phenco was purely an investment fund, in which case it should have been FCA-regulated.
Furthermore, we would draw Mr Finch’s attention to the Subscription Agreement in which the Business of the company is very clearly defined. It states:
“Business means the principal activity of the Issuer [Phenco Ltd], being the exploration and exploitation of oil and gas wells in Oklahoma, USA”. It is very clear to us what shareholders believed the business of the company to be when they invested. Now that Martin Finch has confirmed that the company was nothing more than a conduit for making royalty payments we can add fraudulent misrepresentation to the list of his crimes. Osage 1 Ltd, Sooner Energy SPV-1 Ltd, Kansas B2 Project Ltd and Kansas MB Project Ltd contained the same description of their Business too (except in the case of the two Kansas companies the word ‘Oklahoma’ was replaced by ‘Kansas’).
What that means for the PhenCo Limited shareholders, is that the company goes into the control of liquidators.
Correct.
Luckily for those shareholders, the asset is in the name of the corresponding US entity and they haven’t lost their project, just the means to get paid their royalty.
Incorrect. The investors haven’t lost the means to get paid their royalty. In fact, the opposite is true. Phenco is still entitled to those payments and they will now be made into the liquidator’s Phenco account. The fact that payments have not been made to shareholders for around 18 months will form part of the investigation undertaken by the liquidator. We have no doubt that the liquidator will want all payments, both current, future and back-dated payments, paid into its account. The liquidator will not make excuses like “I haven’t been able to get a payment platform”.
The same is true of all the UK oil companies. A liquidation changes nothing. It just removes crooked directors and replaces them with a liquidator. The liquidator then conducts an investigation into the money trail and the conduct of the director (and the shadow directors). There will be no opaque “payment platform” which enables the payer of royalties to be hidden from shareholders. Investors in some types of scams are limited in their recovery options unless someone they trust can gain access to the company accounts. In many cases that has to be a liquidator.
So, why is all of this relevant to you as a shareholder in a separate project?
Well, since SoS (Safe or Scam) first came onto the scene in 2018 and started writing damning blogs on their website, the reputation of each of the companies and myself have been tarnished beyond repair, there will be no chance of opening any kind of account or payment platform to make any future payments to shareholders. This has shown that the UK companies now to be redundant and costly.
Safe Or Scam was asked to investigate these scams by investors because their payments had already stopped. All of the UK companies are neither redundant nor costly. They own contracts which should have generated, and should still be generating, royalties. Therefore they are not redundant. They are also not costly because the accounts filed by all the companies show that absolutely nothing changes each year. The costs are negligible because there are no employees, no office rent, no stationery costs etc. The costs are virtually non-existent.
According to the filed accounts of all the companies, Martin Finch isn’t paid a penny. He has been working for free for years in every company. Of course, that is absolutely not the true picture. He has not been working for free. He has been paid but it has just been hidden from shareholders. It has just been creamed off the top, probably in the USA, so that it won’t show up to the company shareholders.
As previously mentioned, the oil project and asset in the US remains unaffected by the outcome of the UK entity. Since the US asset still remains protected, the problem lays with me being able to conduct business and make any future payments on the UK side.
Martin Finch is taking investors for fools. Royalties are being generated and paid by an unknown entity. Martin Finch is admitting this. He has also previously stated that the UK oil companies do not have bank accounts. We think differently. It would be easy for Martin Finch to ask the unknown entity to pay the shareholders direct. The problem for him is that he can’t do that because then the shareholders would see where the money was coming from and he really doesn’t want shareholders to see that.
This leads me onto what the future holds and the necessary steps to make this work:
I have been liaising with a shareholder who has a large stake in two of the companies, Mr. Steve Upton, who has very kindly taken it upon himself to pick up the torch and is organising a new company to look after the oil lease investors in going forward.
Mr. Upton will be visiting the lease and Mr. Rick Coody in the very near future in order to put together a plan of action, this will include finishing the project and organising investor royalty payments through a new UK limited company.
Mr. Upton is one of you, an investor in oil leases in both Kansas and Oklahoma and wishes to see it completed as it should have been, which includes looking after all of the investors. From what I understand, there will be regular updates and royalties via a new platform. Mr. Upton has requested that I contact you and provide his contact email address so that all can be explained in further detail, and to answer any questions you may have.
I must ask that you give Mr. Upton your time and support, his willingness to take on the entire project and its investors is no small task. This will be a fresh start with a new manager at the helm and one with a vested interest to make this work.
Mr. Upton’s contact email address: [email protected]
As Mr. Upton will be the sole director of the new company, he will need your correspondence and payment details in order make the transition as swift and seamless as possible.
In due course you will be receiving information from Mr. Upton on how the transfer to the new company would work.
We’ve let people read all those paragraphs together before commenting because this is a critical situation. This is the crux of the Martin Finch Scam Swap.
Firstly, there is no need for any of these UK oil companies to change anything. According to Martin Finch they all own contracts which generate revenues. He keeps saying that the problem is that he has no way to pay the royalties. So, the solution is for Scuba Steve to take the royalty payments (existing and the back-dated ones) into his new company bank account. He can then pay them out for Martin Finch. Problem solved. That’s all it takes. Alternatively, put the companies into liquidation. Let the liquidator investigate and then ALL INVESTORS WHO WANT TO TAKE OVER THE LEASES CAN DO SO. WHY IS THIS OFFER ONLY OPEN TO SCUBA STEVE ? The liquidator will give investors the option to take over the leases.
Then we move on to the critical statement “Mr Upton will be the sole director of the new company”. The Great Martin Finch Scam Swap.
The proposal is that all the business of each oil company, i.e all the contracts that they own, are switched into a new company. This will allow Martin Finch to close down the crooked companies without any investigation into where the money went. It’s a very crude attempt to slip away with the money.
Surely a much better and completely honest proposal would be for Martin Finch to resign from each oil company and be replaced by a group of existing investors. Scuba Steve can still have his new company which could be used solely to distribute royalty payments.
The Great Martin Finch Scam Swap has only one aim. That is to come up with a structure that enables Martin Finch to avoid an investigation into his network of scam companies.
Recent evidence from court hearings has disclosed that 81% of money from one of the oil companies was never sent to the USA. We expect investigations into each of the UK oil companies will reveal the misappropriation of millions of pounds of investor money. Investors need to protect their right to recover that money and should not accept the transfer of any company assets to a new company.
Finally, let’s take a look at the Scuba Steve and Martin Finch relationship. Martin Finch claims Scuba Steve “is one of you, an investor in oil leases in both Kansas and Oklahoma”. Is he really ?
Well, there are two Kansas oil companies. He’s not an investor in Kansas B2 Project Ltd according to the filings at Companies House, but he is listed as an investor in the second company, Kansas MB Project Ltd.
The problem we have with the Kansas MB Project shareholdings in relation to Scuba Steve Upton is the filings at Companies House. They don’t support the claim that he is a shareholder. The filings made by Martin Finch show the following:
In March 2016 there were 2,764,100 shares of £1 each. Scuba Steve Upton was not a shareholder;
In February 2017 the same – 2,764,100 shares of £1 each. Scuba Steve Upton was not a shareholder;
In Nov 2018 the same – 2,764,100 shares of £1 each. This was a Statement of Capital. The Statement of Capital does not have to list the shareholders and it did not. It did however confirm that the number of shares had not changed.
Feb 2019 – still 2,764,100 shares of £1 each, but Scuba Steve is now shown as owning 157,000 shares. That’s rather odd. He appears to have come to the party very, very late. In fact, several years after other investors. It is so late that it may have been after all these damaging Safe Or Scam blogs Martin Finch refers to. It may even have been after the Kansas MB royalties had stopped being paid. He must have been a fool to invest after reading those things. Why would anyone pay £157,000 under those circumstances ? Well, perhaps he didn’t.
We totalled up the individual shareholdings of the shareholders registered with Companies House and we discovered that they total 2,915,000. That’s 151,000 more than the number of shares that actually exist. We think the participants in the Great Martin Finch Scam Swap have some questions to answer. The good news is that Martin Finch can correct this if it is an error. He can file a new Confirmation Statement and the accounts at the same time. The accounts are due for filing before 30th November 2019.
Investors cannot trust this pair. Something stinks in Kansas and it’s not Dorothy’s feet…..
Kind Regards & Best Wishes,
Mr. Martin Finch
Managing Director
Or perhaps it’s Scuba Steve pretending to be Martin Finch.
One final very interesting point. At the end of September 2019 Martin Finch submitted a Form RP02A to Companies House. This form is used when a director wishes to correct an error. The completed form is not available for public viewing. The error that seemed to concern Martin Finch so much was in the Incorporation Document which was filed when the company was formed on 15th October 2014. That was five years ago.
Martin Finch changed his personal “Service Address” to that of the company’s registered office. Companies House only shows the amended Incorporation Document and not the original. They will not provide the original document. Why would anyone check back through all the company filings and make a change to a document which is five years old ?
We think it might be because he put an address in the document which would allow him to be traced and now that he is in serious trouble he is covering his tracks.
Sorry Martin. If only it was that easy. We downloaded the original Incorporation Documents for all your companies when we first started looking into them. You did put a residential address down and we were quite surprised by it.
Martin Finch still has the opportunity to come clean, but that opportunity won’t be available for much longer.
To view the previous article on Martin Finch and the oil scams please click here.
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