Aquasate HistoryIt all started with Laughtons Fishing bait, which after a number of years expanded to include retail fishing tackle.
In time an investment was made in a factory / shop in Carrum Downs, and included for the first time fresh fish sales.
This business was sold to McLaughlin, but the premises was kept, and Peter set-up next door to try to do something with the fish waste. He also went into supplying commercial fishing equipment.
Peter was involved in introducing squid fishing and Orange roughy fishing into Australia, invented and marketed an easy to use with gloves on long line clip, and bait launching system.
After a lot of experimenting and research, Peter produced fertiliser, fishmeal, Shark liver oil, Squalene and other oils rich in Omega 3 and 6. A market potential was seen in the Philippines, but the approval system was corrupt, and because Peter did not pay any bribes, this process dragged out for three years.
When approval was finally granted, Peter then had bulk quantities of squalene encapsulated into 500ml and 1000ml capsules by Pan Pharmaceutical, just in time for Pan Pharmaceutical to be shut down by the TGA. At that time Pan Pharmaceutical were the only people in Australia that could encapsulate the squalene for human consumption.
Pan Pharmaceutical were very big in the natural health food supplement business, and had started to produce generic pharmaceutical products that competed directly against the big pharmaceutical companies.
When Pan Pharmaceutical were shut down for allegedly contaminating one type of crushed nut with another type of crushed nut by not cleaning the equipment properly between batches, a lot of small businesses that stocked products produced by Pan were forced to recall these products and a lot of them went out of business. After dragging Pan through court for 4 years, Pan pharmaceutical were found innocent of all charges.
Peter then agreed to be a part of a class action lawsuit to try to get some compensation. After agreeing to be a part of this class action lawsuit, the lawyers decided that Peters paperwork was not good enough, and rather than asking for more information they simply told him that he would not get any money at all.
Peter was then in a position where he could not pursue independent legal action against the TGA because he had agreed to be a part of the class action, and he could not sue the lawyers handling the class action due to the fine print in the class action agreement, and was left with nothing.
Fortunately he was able to get help from a different lawyer who presented his case in a way the class action lawyers approved of, and ended up being able to cover some of his costs. He received a check over nine years after the original TGA raid, but died before he could cash it.
Peter Laughton and Charles Franchina knew each other through their dealing in the Commercial fishing industry and Charles Franchina from Fishtrade had been chasing Peter to set up a Tuna waste processing plant for a couple of years, and after his squalene business had been destroyed by the TGA in April 2003, he agreed to set up a company called SAMPI in August 2003, and for it to process tuna waste in Port Lincoln, South Australia.
Main Actors in Sampi robbery
Peter LaughtonOwned 45% of Sampi, and was a Sampi director, albeit powerless.
Charles FranchinaThought to own 33% of Fishtrade, and is a Fishtrade Managing Director.
Thought to own 50% of “Pine Freezers” and is a “Pine Freezers” managing Director.
Original Managing director of Sampi.
Fishtrade owned 45% of Sampi.
Terry RomaroFormer Director of Sampi.
Thought to own 33% of Fishtrade and is a Fishtrade Director.
Thought to own 50% of “Pine Freezers” and is a “Pine Freezers” Director.
Fishtrade owned 45% of Sampi.
Terry owns 2 building company's, 8 Deep and True North Homes and also owned a third building company 20*20 which entered the North West housing market in 2009 and collapsed in 2010, owing approx $600,000 to people who had put deposits on houses and $5.3 million to other creditors.
May also own or be involved with building company "Green P".
However Terry is still the registered person for Pindan
Terry has also been awarded the Order of Australia Medal for his service to the commercial fishing industry, and is quoted in 2009 as saying he "owns a tuna factory in Port Lincoln, which he said turns tuna offal into Omega3 Oils and environmentally friendly fertilisers." Fishtrade wrote off Sampi's $40,000 separator and disposed of it in early Feb 2009, and stopped producing oil before 23 Jan 2009. This separator was essential for oil production.
Terry has attended meetings of the Southern Bluefin Tuna Management Advisory Committee as an observer with a quota of Tuna.
He is also a member of the TROPICAL TUNA MANAGEMENT ADVISORY COMMITTEE – TTMAC, which determines the total allowable commercial catch for quota species.
These meeting occur once or twice a year.
Terry does not have any involvement with FRDC
Andrew Laughton.Peter Laughtons son.
Andrew spent approx 5 months putting power, control and lights to the old bacon factory on a shoestring budget, as well as installing equipment and machinery at about 1/3 of the wage he could of received elsewhere.
Also built and maintained the Sampi web site without payment.
FishtradeBuys and sells fish and marine products internationally and ship those products to buyers.
Terry Romaro and Charles Franchina are thought to each own 33% and are Fishtrade Directors.
Probably the company that supplied the imported pilchards that introduced the virus that caused the biggest recorded biomass fish kill in the Southern Hemisphere.
Fishtrade are the only known company that imports tuna feed in bulk, but it is possible the fish farmers had the connections to import their own feed.
Pine FreezersCreated to buy 21 Pine Freezers road, and to lease it to Sampi.
Thought to be owned 50/50 by Terry Romaro and Charles Franchina and they are probably both Directors.
RSMI Bird CameronRSMI Bird Cameron are the voluntary administrators that Fishtrade called in when Peter started legal action against Fishtrade for breaking company law.
RSMI Bird Cameron reported that Fishtrade had sold all Sampi product to themselves and that the Sampi accountant had not signed the accounts, (normal procedure if the accountant believes it is not a true record).
They seemed to believe that Fishtrade actually used or sold Sampi product independent of anybody that thought they were buying Sampi product, despite the fact that the invoices included the Sampi name.
RSMI Bird Cameron was fully aware of the situation and prevented Peter Laughton from showing potential buyers Sampi Assets, prevented Peter from contacting the Sampi accountant, deliberately prevented Peter Laughton from getting any financial records at all, despite the fact they were obliged to make sure he had them.
They also knowingly violated copyright regarding the Sampi website and deliberately notified creditors AFTER the deadline to register proxy votes at a creditors meeting.
The Administrators have a duty to prosecute past directors if they have acted improperly, and knowingly ignored a number of obvious facts including that Fishtrade deliberately failed to conduct the legally required shareholders meeting to vote to remove directors and ignored the fact that Fishtrade had spent over a million dollars of Sampi money in less than four weeks before the administrators were given control, more than doubling the debt they had built up in all the previous years put together.
It needs to be asked what would inspire the administrator to do such things ?
Greed and raw incompetence is an easy assumption, but it is hard not to be suspicious that they is a lot more involvement with Terry Romaro and Charles Franchina than meets the eye.
Sampi HistoryThe original joint venture company agreement called for Fishtrade to supply $160,000 in four lots of $40,000 as needed, and for Peter to supply $100,000 worth of equipment and his time and expertise to set SAMPI up to produce fertiliser and fish-bait from fish waste
Each party or their nominee would hold 50% of the shares in the joint venture company.
Peter Laughton's knowledge and skills was not just advice, but full time work.
Fishtrade would do all the paperwork and marketing needed from Freemantle
It was later shown that Fishtrade had not supplied any money at all, but had instead lent it to Sampi at a very high rate of interest.
Peter then made the biggest mistake of his life, and trusted Terry Romaro, a share holder in Fishtrade, to also be a director of SAMPI as well as Charles Franchina, giving Fishtrade two directors and Peter Laughton being the only other director despite having exactly the same percentage ownership.
Peter Laughton was assured that the 2 to 1 voting advantage would never be used by the other directors to give them an undemocratic advantage and would only be used for administrative purposes such as signing of company formality's, as both Charles Franchina and Terry Romaro both lived near Freemantle and Peter was in Port Lincoln.
Peter then moved from Carrum Downs in Melbourne, Victoria to Port Lincoln, South Australia to set up a pilot plant. He made several trips back to Melbourne to fetch equipment needed to process the waste.
His original intention was to move back to Melbourne once SAMPI had been established.
Before Sampi existed there was a company called Feedlink, which took the fish waste, minced it and dried it in a gas fired rotary kiln. This was then sold as dry animal feed. Feedlink probably received government grants to keep operating as they were very inefficient, and gas used to dry the waste needed to be trucked from Adelaide, as Port Lincoln has no town gas supply.
When the pilot plant set up by Peter started to accept Tuna waste, Feedlink went around to all the tuna processors and tried to stop SAMPI from getting any tuna waste. This was partially successful, but not enough to stop SAMPI getting some waste. Feedlink then folded, probably because they would no longer be eligible for grant money due to them no longer being the only company to handle the waste.
1 March 2004, SAMPI was registered as the joint venture company and issued 100 ordinary shares, being 50 to Quotila (on behalf of Laughton) and 50 to Fishtrade.
29 June 2007: Quotila and Fishtrade both sell 5% shares to Discovery III Pty Ltd, for $35,000 each, valuing Sampi at $700,000.
Instead of selling Sampi product to end users as agreed, Fishtrade sold all Sampi product to themselves, and then sold it to the end user, all at the same desk by the same person.
Fishtrade kept sale prices secret, invoicing the end user to Fishtrade and paying Sampi an unknown percentage of sales, while at the same time denying shareholders anything other than an unmeaningful financial summary of the year's transactions.
Initially invoices were produced on Sampi letterheads, but this was later changed without discussion to [FISHTRADE AND SAMPI].
It is understood that all expenses were charged to Sampi such as freight to the end purchaser, but there was no breakdown of freight costs. It is possible that freight charges for unrelated Fishtrade transport to Port Lincoln were also charged to Sampi as part of the same truck run and transport invoice.
Breakdown of freight costs and requests for bank details were refused or never provided by Fishtrade even after contact from A.I.S.C. advising Fishtrade of company law obligation to provide full transparent details.
When Peter Laughton requested more detail than the financial statement he received he was told that it had been approved by qualified certified accountants and was therefore correct and in compliance with company law.
Peter directly contacted the accountant and was refused information, he contacted the bank asking for transaction details but this was also refused.
Sampi secretary (Franchina) advised Peter that the bookkeeping being used was a very complicated MYOB system that he could not personally understand, but that he would arrange for Laughton to get a copy to allow inspection by a competent accountant.
Many reasons were offered over a long period of time for not supplying Peter with a copy of MYOB book keeping details, which still to this day (4 May 2014) have never been provided.
Since the inception of SAMPI, shareholders meetings have been very few and far apart, a total of 4 meetings over 5 years.
Peter Laughton requested on several occasions that a shareholders meeting be called, but Fishtrade constantly delayed it.
After several months when it appeared obvious that the SAMPI secretary was avoiding calling a shareholders meeting, Laughton eventually legally forced a shareholders meeting at the Freemantle Chamber of commerce meeting room, with an independent conflict resolution practitioner hired to act as chairperson.
Fishtrade had refused to use their premises for this meeting.
On the legal paperwork to force a meeting, Peter Laughton gave the option for either Fishtrade director to have voting rights removed, allowing that choice to be made between themselves.
When the last shareholders meeting finally met, Terry Romaro and Charles Franchina from Fishtrade decided that the notice to call the meeting was invalid because it did not identify which director, Franchina or Romaro was to have voting rights removed.
This option was put into the resolution for the benefit of the Fishtrade directors to decide who would be their preferred person to have equal voting rights to Laughton on SAMPI decision making, but resulted in both Fishtrade directors retaining full voting rights, probably illegally.
As Peter Laughton has limited accounting familiarisation and the Sampi office is located in Freemantle W.A., and as Charles Franchina had advised Laughton that non company personnel would not be permitted to examine the company records, legal action was taken to allow a Perth local [Peter Lombardo], who has extensive experience in business operation and management to act as Laughtons proxy director to examine company records and to try to find an amicable outcome to the situation. The owner of the remaining 10% of Sampi was in full agreement with appointing Lombardo to this task.
Charles Franchina did not explain why a non company person ( Michelle Evelyn Winter ), who is involved with Terry Romaro but not in any way with Sampi, had their signature registered for the Sampi bank account. Lombardo was initially allowed access to some records, but when he discovered discrepancies like money paid to Laughton listed as a dividend and not the travel expenses it was for, and that there was no evidence of initial funding, he was no longer allowed access to the records, and not allowed access to the Port Lincoln site.
Fishtrade provided the funding, but put it on the books as a loan to be paid back, and charged bank overdraft interest on it.
The original company set up agreement was that Fishtrade would provide $160,000 to match Laughtons contribution of knowhow, plant and equipment, and working without payment supervising setting up the Sampi operation until the company became profitable, at which time profit would be equally divided between shareholders.
Peter Laughton employed another independent Port Lincoln accountant to check the books, but they were also denied access.Prior to Fishtrade purchasing new premises in Port Lincoln, they knew Peter Laughton had limited ability to put extra money into Sampi, partly due to him giving up his existing business to start Sampi, partly due to him having worked without pay setting up and running the original processing plant over 5 years, and partly due to Fishtrade reneging on an agreement to pay a dividend on profits earned in the previous financial year.
When Peter Laughton started demanding a shareholders meeting Fishtrade went on a spending spree, deliberately spending a lot more than needed to be spent, and deliberately putting Sampi into a lot of debt, which was loaned to Sampi by Fishtrade at high overdraft interest rates.
Fishtrade spent a lot of money duplicating equipment supplied by Peter, which had already proven adequate to process over 1000 tons of fish waste up to that date, being all of the waste fish material available in the Port Lincoln district each season.
Fishtrade also purchased a property, in the name of "Pine Freezers Road" and against other shareholders wishes probably used Sampi time (workers wages) and money to connect power and do very major earthworks. They then started to move Sampi plant and stock onto their own property.
Rent at the original Sampi site was $ 1,865 per 30 days.
Rent for Fishtrades building, with no power and needing lots of earthworks is over $ 6,000 per 30 days, or over three times as much as the original site.
Settlement for Fishtrades building was on 06 May 2010, they backdated the rent to start on 1 March 2010.
3 August 2010, Fishtrade security of $ 850,000 is registered with the Australian Security's Investments Commission (ASIC), without going to any meetings, without notifying directors, without costing or even explanation of borrowings amounts.
Sampi debt on 30 June 2007 was $ 126,835
Sampi debt on 30 June 2008 was $ 127,052
Sampi credit on 30 June 2009 was $ 74,197
Sampi credit on 30 June 2010 was $ 314,918
Sampi debt on 27 August 2010 was $ 358,062
Sampi debt on 19 January 2011 was $ 764,247
Sampi debt on 14 February 2011 was $1,879,625, and had assets of $1,820,314
They managed to go into extra debt of $1,521,563 in less than 6 months, and an extra $1,056,067 into debt between 19 Jan 2011 and 14 Feb 2011, when their own predictions of requirements was less than $197,438, and the new site still needs work done. This blowout of well over 770% was not accidental.
These amounts all include the original $ 160,000, and its accumulated bank overdraft interest, that should of been provided by Fishtrade to establish Sampi, but was instead loaned.
To avoid loosing a director at a legally demanded Sampi shareholders meeting to evict a Fishtrade Director, Fishtrade offered to sell all shareholders extra shares, still without providing full financial records, so that they would of owned the majority of the shares and had full control of any shareholders meeting. Other investors were excluded, and the existing shareholders did not want to put more money in while Terry Romaro and Charles Franchina were directors.
This was stopped by the federal court, so Fishtrade went on a spending spree, then demanded their loan money back within 30 days, and before the court room appointment, still without providing shareholders with full financial records.
25 Jan 2011 Court hearing to move court case to Western Australia.
28 Jan 2011 Judgement on attempt to move court case to Western Australia.
These court ordered costs have yet to be paid as of 10 March 2014.
2 February 2011 Fishtrade issues a formal demand upon Sampi for the repayment of $850,000 by no later than 3 May 2011.
09 May 2011 Original court hearing date, cancelled because Fishtrade deliberately spent too much and put Sampi into voluntary administration.
Fishtrade put Sampi into voluntary administration, who offered to sell the business to the highest buyer.
The administrator offered a deal to Peter Laughton to stop pending legal action.
Peter Laughton's lawyers told him that he had no choice but to accept the offer, to take it to court would of cost a minimum of $200,000, and more likely to cost $400,000 with no certainty that it would not go much higher. In short Fishtrade would have been able to drag it out till Peter ran out of money, and even if he won, the maximum return would have been limited to Sampi assets, possibly Sampi assets that were not covered by the loan guarantee.
Peter Laughton was denied access to the property and was unable to show potential buyers what assets Sampi had, nor were they allowed to view the assets by themselves.
Because the books showed a very poor return on investment and Sampi was locked into paying extremely high rent to Fishtrade for the next 5 years, Fishtrade were the only ones to make an offer, and so Fishtrade will get 100% shareholding, while the original shareholders get nothing .
29 June 2012 Peter Laughton Dies.
A compensation check for part of his expenses in the Pan Pharmaceutical closure had been received, but not yet cashed.
Payment awarded at the 25 Jan 2011 Sampi court hearing to move the proper hearing to Perth from Adelaide has still not been received.
Payment to Peter from the Sampi administrators to stop the pending legal action has still not been received.
Payment for copyright on the Sampi web site has still not been received.
Payment for most of Peters Sampi expenses have still not been received.
Commission from Sampi sales has still not been received.
Payment for Peters initial capital outlay and time, despite Fishtrade never putting any capital into Sampi, yet making lots of money from Sampi, has still not been received.