Mayfair 101 Response To Dye and Co Decembre 16, 2020

Mayfair 101 Response to
‘Circulator to Creditors’ issued by Dye & Co

on 16 December 2020
23 January 2021
Background
The following information is provided in response to the Circular to Creditors (“Report”) issued by Dye
& Co (the “Liquidators”) dated 16 December 2020 (Annexure A) relating to the IPO Wealth Holdings
group of companies.
Results as at 16 December 2020
Liquidator fees incurred from 22 May 2020 – 17 September 2020 $731,783

Liquidator legal fees incurred 17/9/20 – 15/12/20 $149,330
Estimated liquidator fees to completion (excl. legal fees) $316,709
TOTAL ESTIMATED LIQUIDATOR FEES TO COMPLETION (excl. legal fees) $1,197,844
Amount returned to creditors NIL
Returns directly attributable to Dye & Co NIL
Returns attributable to Mayfair 101 (refer paragraphs 8 & 9) $1,331,771
Note: the table excludes fees incurred by Vasco Trustees Limited (“Vasco” or “Trustee”) and their lawyers which are paid
from the Fund. Mayfair 101 estimates this to be an additional $300,000-$500,000.
Fees Incurred
1. $731,783 plus Vasco’s and their lawyers’ fees (i.e. over a million dollars) have been incurred
to date to have the IPO Wealth Holdings group and the IPO Wealth Fund wound up, with NIL
returns to creditors. This cost is ultimately borne by IPO Wealth’s unitholders.
2. Dye & Co submitted to Court that the IPO Wealth Holdings group had been mismanaged and
therefore it was just & equitable for it to be wound up. This won Dye & Co the appointment
to a position that would earn them significant fees over time.
3. Vasco supported the Liquidator’s appointment in Court and therefore was accepting (on
behalf of unitholders) of the fees the liquidation was likely to incur. The Trustee became
conflicted when they appointed receivers and managers given their business reputation relied
on following through with Dye & Co’s appointment rather than critiquing their appointment
and the information they were providing the Court and ASIC.
4. Vasco supported Dye & Co’s allegations in Court of the IPO Wealth Holdings group being a
Ponzi scheme, insolvent and mismanaged, yet Vasco was hired by Mayfair 101 as the IPO
Wealth Fund’s trustee/overseer, Fund administrator, and they provided the financial services
license for the operation of the IPO Wealth Fund.
5. Dye & Co’s submissions to Court about Mr Mawhinney’s mismanagement of investor money
has earned them a million dollar plus client.
Failure to realise assets
6. The Liquidators failed to realise any assets since being appointed receivers & managers on 22
May 2020.
7. The only asset that has been realised to date is a $800,000 investment in ThinkMarkets.
8. The sale of the ThinkMarkets investment was arranged and the sale agreement executed by
Mr Mawhinney prior to Dye & Co’s appointment. It is therefore not attributable to their
efforts.
9. $531,771 in interest income has been collected from the investment in Australian Business
Credit’s loan book since 22 May 2020. This investment was chosen by Mr Mawhinney in
January 2018 to boost the yield of the IPO Wealth Holdings group by rebalancing the portfolio
toward income-producing assets whilst its unlisted investments were maturing.
10. Over $5 million of additional funding was invested in Australian Business Credit between June
2019 and December 2019. This was funded from the sale of 21,250,000 Accloud PLC shares to
101 Investments Ltd.
11. The Report does not provide a timeframe on further asset realisations.
Failure to account for Accloud share payment
12. The Report fails to account for $19,460,672.96 cash received for 21,250,000 Accloud PLC
shares.
13. In mid-2019 Vasco requested that the assets of the IPO Wealth Holdings group be re-allocated
in favour of more liquid assets. Mr Mawhinney agreed and expedited this request having
already initiated an investment in a high-yield business credit opportunity to boost the income
of the Group (as described at paragraph 9).
14. On 11 September 2019 Mr Mawhinney met with Mr Craig Dunstan and Mr Lee Monik of Vasco
Trustees Limited to discuss the Operations Manual that had been prepared by Mayfair 101
staff and provided to Vasco on 30 August 2019.
15. Page 18 of the Operations Manual detailed the Group’s liquidity management strategy and
stated:
“it is our intention to use monies raised via IPO Wealth more readily as a means of
financing the purchase of more assets, with the view to transition these assets
elsewhere in the group as they mature in exchange for liquidity. The strategy will
provide the following benefits to the Fund’s unit holders and Trustee:
• regular controlled liquidity events without the need to rely on buoyant and or
receptive capital markets;
• underlying asset liquidity events allows the borrower to replenish or turnover
credit (shorter duration) further enhancing the credit strength of the Borrower;
• enables certain Non-Current Assets to be re-classified as Current Assets when they
become the subject of a Share Purchase Agreement or Call Option Agreement,
better aligning the borrower’s balance sheet with the tenure of the Loan
drawdowns; and
• provides the Borrower with an additional source of funding which is managed by
a related-party, enabling liquidity to be created as and when is needed to maintain
the integrity of the Loan.”
16. On 4 October 2019 the Accloud shares owned by IPO Wealth Holdings No 3 Pty Ltd were
acquired by 101 Investments Ltd under a Share Purchase Agreement for A$19,460,672.96 in
line with the Group’s liquidity management strategy and Operations Manual.
17. Mr Mawhinney contributed 8,404,255 shares from his non-IPO Wealth Holdings group entities
to the transaction, representing 40% of the shareholding.
18. The transaction was settled in cash. IPO Wealth Holdings No 3 Pty Ltd received full, valuable
consideration for the shares.
19. This transaction was undertaken based on formal written advice received from the Group’s
then tax accountants, Pinnacle Advisory Group, in accordance with subdivision 768-G of the
ITAA97. It provided a significant capital gain to the IPO Wealth Holdings group of more than
$8 million.
20. Annexure B to this response contains the bank statements and accounting records that
confirm A$19,510,000 cash was paid for the Accloud shares over 43 transactions between 28
June 2019 and 20 November 2019 settling the transaction in full.
21. Mayfair 101’s (formerly Mayfair Platinum’s) noteholders funded this transaction and
therefore have an equitable interest in the shares.
22. The transaction enabled the IPO Wealth Holdings group to continue to meet its obligations to
the IPO Wealth Fund. It also allowed the asset composition to be changed in favour of a higher
yielding, income-generating asset to support interest payments given certain unlisted assets
had not yet matured.
23. Vasco’s ex parte application was centred on allegations made by Mr Craig Dunstan that there
was a “sudden drop in value” of the IPO Wealth Fund due to Accloud shares being transferred
to a company in the British Virgin Islands (paragraph 33 Craig Matthew Dunstan’s First
Affidavit dated 22 May 2020).
24. No such drop in the Fund’s value had occurred.
25. Mr Dunstan’s affidavit was relied on in Court to suggest Mr Mawhinney had mismanaged the
IPO Wealth Holdings group and needed to have receivers & managers (Dye & Co) appointed
to it urgently.
26. Accordingly, the statements made by the Trustee in the ex parte application to Court are false
and misleading. There was no “sudden drop in the value of the Fund’s assets” as was alleged
under oath by Mr Dunstan.
27. Dye & Co and Vasco ASIC acted in concert to mislead ASIC and the Court to have the
companies wound up, despite the key transaction being legitimate and advantageous to IPO
Wealth’s unitholders.
28. On 24 December 2020 101 Investments Ltd’s Singapore-based lawyers, Carey Olsen, wrote to
Dye & Co requesting they execute the share transfer forms given shares are currently held by
IPO Wealth Holdings Pty Ltd, IPO Wealth Holdings No 3 Pty Ltd and IPO Wealth Holdings No 6
Pty Ltd. They refused to do so.
29. Mayfair 101’s noteholders are currently significantly disadvantaged as a result of Dye & Co’s
actions, and IPO Wealth’s unitholders are having their returns eroded by legal fees. Dye & Co
thinks the IPO Wealth Holdings group is entitled to the shares and the cash, which they are
not. The Report is therefore misleading with respect to IPO Wealth Holdings No 3 Pty Ltd.
Failure to inform creditors of control of a $20m asset
30. The Liquidators have been provided with direct control of the largest underlying asset of the
IPO Wealth Fund – the Group’s real estate investment in Venice, Italy.
31. The report failed to reference this.
32. The real estate investment in Venice was purchased for EURO13.6m. Works had been
undertaken to obtain the necessary approvals to increase the developable parcel of land to
accommodate 100 luxury apartment and a 130 room five star hotel.
33. A teleconference was held on 16 October 2020 with Dye & Co’s lawyers. On this call Mr
Mawhinney re-confirmed his preparedness to perfect the security position under the Facility
Agreement, however in addition he voluntarily offered to transfer outright clear title to the
shares of Okto Holdings Ltd to the Liquidators.
34. On 14 December 2020 the Liquidators were provided direct control of the Venice asset, which
is worth some A$20 million. The asset represents approximately 25% of unitholder monies.
35. Mr Mawhinney’s offer went beyond him consenting to perfect the security arrangement
under a Loan Facility Agreement, which would otherwise have allowed for up to 10 years to
repay the loan to IPO Wealth Holdings No 10 Pty Ltd.
36. The liquidator’s efforts are not attributable to the transfer of this asset for the benefit of
unitholders.
37. The Report makes no mention of this asset.

Mischaracterisation of SPV Solvency Position
38. The Report continues to misrepresent the solvency position of the SPVs, as has been done by
Dye & Co in previous reports and in Court proceedings.
39. The Report advises creditors there is $72,754,038 of debt to recover by IPO Wealth Holdings
Pty Ltd (the ‘Borrower’). This is misleading.
40. The SPVs were investment holding companies only with no material creditors. The balance
sheets of the SPVs and the Borrower provided to the Liquidators confirm this.
41. The reference to “Share Capital” in the table on Page 4 of the Report confirms the equity
interest the Borrower holds in each of the SPVs. Share capital was issued by the SPVs to the
Borrower at $1 per share in exchange for monies advanced from it.
42. Any subsequent monies invested in the SPVs was done so on an equity basis. On receipt
monies were recognised in the balance sheet as “unissued share capital”. Once the shares
are issued it is converted to issued capital. These funds have no characteristics of debt nor
have they ever been debt.
43. It is clearly apparent from the table prepared by Dye & Co that the balance that they have
purported to record as debt is actually “unissued share capital” (as was clearly labelled on the
balance sheets).
44. This equity relationship is normal commercial practice for investment holding companies or
SPVs. It increases the cost base of the investment in the SPV such that if the SPV has a capital
gain, tax is only paid on the net proceeds of the investment.
45. Furthermore, it is misleading to characterise the Borrower/SPV relationship as a

Lender/Borrower relationship for the following reasons -
a) the SPV balance sheets discloses no material liabilities;
b) the IPO Wealth Holdings Pty Ltd balance sheet reflects the advances as an “Investment”
in the SPV (rather than a loan);
c) no drawdown notices were ever prepared or executed; and
d) no interest has been charged or accrued on these amounts (or any amount advanced from
IPO Wealth Holdings Pty Ltd to the SPVs).
46. Further, the voluntary administrator appointed by Mr Mawhinney (Cor Cordis) advised they
could not become voluntary administrators of the SPVs due to the companies having no
creditors and therefore not capable of being insolvent.
47. Dye & Co have mischaracterised the solvency position for the purposes of defining certain
transactions as insolvent transactions under s588FC Corporations Act (Cth). This enables them
to unwind transactions on the basis they were undertaken whilst the company(s) were
insolvent.
48. This is a serious mischaracterisation which was used for the purposes of supporting their
winding up application and subsequent recoveries.
49. The information contained on Page 4 ought to be re-stated to accurately reflect the equity
relationship. It is otherwise misleading for creditors and suggests Dye & Co can continue
incurring fees for their appointment until some $72.7 million has been collected.
Failure to commence proceedings against Trustee
50. The Report makes no mention of any potential claims against Vasco Trustees Limited.
51. If Dye & Co were acting independently they would have already sued Vasco for not fulfilling
their duties as Trustee, leading to a destruction of value for unitholders and the Investment
Manager.
52. The current Slater & Gordon class action against Vasco, if successful, will only yield a result for
those unitholders that have joined, whereas Dye & Co could be getting a return for all
unitholders by suing Vasco and obtaining a payout from their insurance policy.
53. The inaction by Dye & Co highlights the collusion that has occurred throughout the Court
proceedings. Both parties are required to be independent however have failed to do so to
protect their own interests ahead of investors.
Liquidator Investigated by ASIC
54. Mayfair 101 has since become informed that one of the Liquidators appointed to the IPO
Wealth Holdings group, Mr Hamish Mackinnon, has previously been investigated by ASIC for
non-compliance with statutory obligations.
55. Mr Mackinnon was required to stand down from taking new appointments for a period and
an independent expert was engaged to review external administrations undertaken by him
for potential compliance breaches.
See notice on the ASIC website - https://asic.gov.au/about-asic/news-centre/find-a-media-

release/2015-releases/15-389mr-asic-accepts-voluntary-undertakings-from-three-victorian-
Liquidators/
56. Vasco failed to appoint an appropriate, independent and effective insolvency practitioner.
This is demonstrated in their hostile approach taken to the Group and its portfolio companies,
and the lack of returns generated for unitholders to date.
Specific Responses
Page 2, paragraph 1 “the Subsidiaries do not have…material creditors other than the
Borrower”
This statement is false and misleading.
The Borrower (IPO Wealth Holdings Pty Ltd) was not a creditor of its
wholly owned subsidiaries. The Liquidators have made this statement
solely for the purpose of paragraph 36 (see above). It mispresents the
solvency position of the company.
Page 2, paragraph 3 “Request for Assistance Lodged with ASIC [25 June 2020]”
Mayfair 101’s lawyer wrote to the Liquidators on 5 June 2020 to advise

them that an extension was required to 12 June 2020 to complete the
ROCAP forms given (a) there were 17 companies and therefore 17 sets
of forms, and (b) the Group was also in the midst of dealing with Court
proceedings relating to the liquidator’s appointment.
The ROCAP forms were provided on 12 June 2020. On 15 June 2020 the
Liquidators advised some items remained outstanding. The Liquidators
had since terminated access to Xero, meaning information was unable
to be obtained from the accounting records for the purposes of
completing the ROCAP forms.
The Report mischaracterises Mr Mawhinney’s conduct to suggest he has

committed a strict liability offence, which he has not.
Page 2, paragraph 3 “[Received] 28 June 2020”
The date is incorrect. The statement is misleading.
The ROCAP additional information requested was provided to Dye & Co

on 27 June 2020.
Page 2, paragraph 3 “Request for Assistance Lodged with ASIC [28 October 2020]”
On 3 October 2020 Mr Mawhinney wrote to the Liquidators to clarify

how he was expected to complete the ROCAP forms accurately given he
did not have access to the company’s books and had not been in control
of the companies for over 4 months.
Dye & Co responded suggesting these circumstances should not inhibit

Mr Mawhinney from completing the forms.
On 7 October 2020 Mr Mawhinney wrote to ASIC to clarify the same. On

9 October 2020 ASIC responded by referring to the ASIC website and
recommended obtaining legal advice.
On 19 October 2020 Mr Mawhinney wrote to Dye & Co requesting read-
only access to Xero.
On 27 October 2020 Dye & Co granted access to Xero. According to the

Report the following day Dye & Co notified ASIC of non-compliance
despite Mr Mawhinney requesting access to the books of the companies
9 days prior.
Page 2, paragraph 5 The Report quotes part (e) of a statement made on the ROCAP for each
company. The Liquidators have chosen not include the full content
provided by Mr Mawhinney, which contains material statements as
follows –
“I am unable to provide the information requested by this form as at 27

September 2020 (date of winding up order) for the following reasons:
a) Dye & Co were appointed receivers & managers on 22 May 2020. I

have not been managing the company for nearly 6 months and am
therefore no longer across the trading activities, the financial position
or the investments of the company;
b) I understand there to be transactions Dye & Co has entered into

subsequent to their appointment on 22 May 2020, which I am not
across and am therefore unable to provide comment on;
c) Subsequent to Dye & Co’s appointment on 22 May 2020, I have

identified accounting entries in the books of the IPO Wealth Holdings
group and its related parties that were entered by Pinnacle Advisory
Group (former accountants) staff members (namely Rachel Xu and
Justin Bramble) without explanation or approval. These entries
cannot be relied on as I had not authorised them, and they would
therefore potentially result in false or misleading information being
provided;
d) The accounts for the company were draft, incomplete, un-lodged,

unaudited accounts when Dye & Co were appointed receivers &
managers. No opportunity was provided to bring the accounts
current, therefore the accounts cannot be relied upon in their entirety
until the accounts are brought up to date.
e) Information provided on previous ROCAP forms has been relied on for

Dye & Co’s court submissions and in Justice Robson’s judgment in the
IPO Wealth Holdings group winding up order. For the reasons stated
at (d) I am not prepared to provide responses based on information
that Dye & Co knowingly accepts as being incomplete, as they have
demonstrated a preparedness to use this information against me.
Page 2, paragraph 6 “This response from the director is unhelpful…”
The response provided by Mr Mawhinney was reasonable under the

circumstances.
The books and records of the companies were effectively seized and
access disconnected when Dye & Co were appointed receivers &
managers by Vasco Trustees Limited.
The accounts were un-finalised and in draft format. The Group does not,
and was not obligated to, maintain a real-time set of accounts. No
opportunity has since been provided to finalise the accounts, yet Dye &
Co have relied on the accounts.
Page 2, paragraph 8 “we are yet to realise any investment held by the Companies…”
This is unsurprising. The assets are a specialised asset class which was
foreshadowed with unitholders prior to the winding up, however Dye &
Co, Vasco Trustees Limited and ASIC considered liquidation to be a
better option.
Feedback received from portfolio companies suggests the Liquidators

approach has been hostile and therefore ineffective.
Page 2, paragraph 8, “preparing certain of the investments for a market realisation process”
bullet point 3
Under normal circumstances it would be reasonable to expect the
investment manager would be best placed to assist with this process to
maximise returns to unitholders. No requests for assistance with the
sale process have been received.
Page 3, paragraph 4, “according to the Xero accounting system”

table
The Liquidators were well informed that the accounts had not been
finalised, and therefore the information in Xero could not be relied on in
its entirety.
Page 4, paragraph 1 & “each of the Subsidiaries may have a liability to the Borrower”
table
This statement and the table mischaracterises the relationship between
IPO Wealth Holdings Pty Ltd and the SPVs. The SPVs did not borrow from
IPO Wealth Holdings Pty Ltd, rather, monies were advanced for share
capital.
The headings “Borrower Entity” and “Debt Component” are false and
misleading.
The statement that $72,754,038 in loans is owed to IPO Wealth Holdings

Pty Ltd is therefore erroneous and misleading.
Page 4, table IPOWH#3
The report fails to reflect the $19,460,672.96 cash received for the
purchase of 21,250,000 Accloud PLC shares by 101 Investments Ltd. This
transaction was undertaken in the normal course of business, at market
price, and provided valuable consideration to IPO Wealth Holdings No 3
Pty Ltd. The transaction provided liquidity that enabled IPO Wealth
Holdings Pty Ltd to meet loan repayment, interest payment obligations
and re-balance the portfolio toward more liquid, income-producing
assets.
The Liquidators have been informed of the payment dates and amounts
totalling $19,460,672.96 that were advanced to IPO Wealth Holdings Pty
Ltd across 43 bank transfers. Despite this Dye & Co have sought to
terminate the transaction by alleging the IPO Wealth Holdings group
received no consideration for the shares, it being an insolvent
transaction and being an uncommercial transaction.
Mischaracterising the SPVs as being insolvent is a technique the

Liquidators have conveniently used to attempt to deny 101 Investments
Ltd of its entitlement to those shares.
Page 4, bullet point 2 “ANZ bank is a creditor…in IPOW#2 for $21.31 and in IPOW#16 for
$73.08”
This statement confirms the only creditor of the SPVs was ANZ for two
amounts both less than one hundred dollars. It is therefore not possible
that the SPVs were insolvent as they had no material external creditors.
Page 5, paragraph 4 The report omits to mention that the Liquidators requested access to
232,868 documents from Mayfair 101 group’s file servers. These files
were not the books and records of the IPO Wealth Holdings group, and
where they were, they were duplicates already provided.
Regardless, Mr Mawhinney undertook a review of the 232,868 files and

voluntarily provided access to 93,316 documents.
This process was in addition to the invasive forensic search done on

laptop computers that did not belong to the IPO Wealth Holdings group,
and Mr Mawhinney’s personal mobile phone.
Despite this invasive search no allegations have been brought against Mr

Mawhinney for misappropriation of any monies.
Page 6, Section F “Possible Recovery Actions”
All recovery actions will be defended.
Remuneration Report, $38,758.50 has been expended in relation to creditors.

Page 2, Creditors
The amount suggests over 80 hours have been expended between 17
September 2020 and 13 December 2020. Vasco Trustees Limited is the
only material creditor. This amount is exorbitant.
Annexure A
Annexure B
Loan Eleuthera Accloud Share Purchase Transactions
The Sunseeker Trust [AUD]
For the period 1 January 2019 to 31 January 2021
RUNNING
DEBIT CREDIT DEBIT CREDIT
DATE SOURCE DESCRIPTION REFERENCE CURRENCY BALANCE
(SOURCE) (SOURCE) (AUD) (AUD)
(AUD)
Loan Eleuthera Accloud Share Purchase

Opening Balance - - - - -
IPO Wealth Holdings - from
28 Jun 2019 Spend Money from Sunseeker to IPOWH#1 AUD 500,000.00 - 500,000.00 - 500,000.00
Sunseeker to IPOWH#1
1 Jul 2019 Spend Money from Sunseeker to IPOWH#1 AUD 800,000.00 - 800,000.00 - 1,300,000.00
IPO Wealth Pty Ltd - from from Sunseeker to IPOWH#1
15 Jul 2019 Spend Money AUD 950,000.00 - 950,000.00 - 2,250,000.00
Sunseeker to IPOWH#1 Main Main
IPO Wealth Holdings - from from Sunseeker to IPO Wealth
Sunseeker to IPOWH#1 Holdings
IPO Wealth Holdings Pty Ltd -
22 Jul 2019 Spend Money from sunseeker to IPOWH Main AUD 100,000.00 - 100,000.00 - 2,750,000.00
from sunseeker to IPOWH Main
IPO Wealth Holdings - Transfer
from Sunseeker Trust to
23 Jul 2019 Spend Money from Sunseeker Trust to AUD 200,000.00 - 200,000.00 - 2,950,000.00
IPOWHoldings
IPOWH
IPO Wealth Holdings Pty Ltd -
26 Jul 2019 Spend Money Fund transfered to IPOWH#1 AUD 150,000.00 - 150,000.00 - 3,100,000.00
Fund transfered to IPOWH#1
IPO Wealth Holdings - Transfer Transfer Sunseeker Trust to
Sunseeker Trust to IPOWH#1 IPOWH#!
IPO Wealth Holdings - Fund
Fund transferred from
6 Aug 2019 Spend Money transferred from Sunseeker to AUD 1,000,000.00 - 1,000,000.00 - 4,900,000.00
Sunseeker to IPO Holdings
IPO Holdings
IPO Wealth Holdings - Fund Fund transferred from
8 Aug 2019 Spend Money transferred from Sunseeker Sunseeker trust to IPO AUD 280,000.00 - 280,000.00 - 5,180,000.00
trust to IPO Holdings Holdings
013265227374824 - from
from Sunseeker (ANZ) to
9 Aug 2019 Spend Money Sunseeker (ANZ) to IPOWH#1 AUD 40,000.00 - 40,000.00 - 5,220,000.00
IPOWH#1 (main)
(main)
IPOWH#1 (main)
(main)
013265227374824 - from
IPOWH#1 (main)
(main)
This report uses the most up-to-date exchange rate data available from XE.com to convert foreign currency to base currency, unless you've entered your own rate.
Account Transactions The Sunseeker Trust [AUD]

RUNNING
(AUD)
IPO Wealth Holdings - Funds

Funds transferred from
12 Aug 2019 Spend Money transferred from Sunseeker to AUD 30,000.00 - 30,000.00 - 6,200,000.00
IPOWH#1
013265227374824 - from
IPOWH#1 (main)
(main)
013265227374824 - from
IPOWH#1 (main)
(main)
013265227374824 - from
IPOWH#1 (main)
(main)
IPOWH#1
IPOWH#1
21 Aug 2019 Spend Money transferred from Sunseeker to AUD 1,000,000.00 - 1,000,000.00 - 8,815,000.00
IPOWH#1
22 Aug 2019 Spend Money transferred from Sunseeker AUD 60,000.00 - 60,000.00 - 8,875,000.00
Trust to IPOWH#!
IPO Wealth Holdings - IPO
22 Aug 2019 Spend Money Wealth Holdings - from AUD 200,000.00 - 200,000.00 - 9,075,000.00
Trust to IPOWH#1
Sunseeker Trust to IPOWH#1
Trust to IPOWH#1
Sunseeker Trust to IPOWH#1
Trust to IPOWH#1
29 Aug 2019 Spend Money from Sunseeker to IPOWH#1 AUD 200,000.00 - 200,000.00 - 9,960,000.00

RUNNING
(AUD)

30 Aug 2019 Spend Money Sunseeker to IPOWH#1 from Sunseeker to IPOWH#1 AUD 300,000.00 - 300,000.00 - 10,260,000.00
(interest)
30 Aug 2019 Spend Money from Sunseeker to IPOWH#1 AUD 1,400,000.00 - 1,400,000.00 - 11,660,000.00
2 Sep 2019 Spend Money from Sunseeker to IPOWH#1 AUD 250,000.00 - 250,000.00 - 11,910,000.00
5 Sep 2019 Spend Money from sunseeker to IPOWH#1 AUD 500,000.00 - 500,000.00 - 12,610,000.00
sunseeker to IPOWH#1
5 Sep 2019 Spend Money from sunseeker to IPOWH#1 AUD 350,000.00 - 350,000.00 - 12,960,000.00
sunseeker to IPOWH#1
Total Loan Eleuthera Accloud Share Purchase 13,880,000.00 - 13,880,000.00
Closing Balance - - 13,880,000.00 - 13,880,000.00
Total 13,880,000.00 - 13,880,000.00

Asset Purchase Account Clearing Account Transactions
Eleuthera Group Pty Ltd
For the period 6 September 2019 to 20 November 2019
RUNNING
(AUD)
Asset Purchase Account Clearing Account

Opening Balance - - - - -
6 Sep 2019 Spend Money IPOW Holdings - Funds Transfer AUD 80,000.00 - 80,000.00 - 80,000.00
Recognise payment made by
Sunseeker Trust to finance
Accloud shares - Recognise
11 Sep 2019 Manual Journal #52780 AUD 13,880,000.00 - 13,880,000.00 - 13,960,000.00
payment made by Sunseeker
Trust to finance Accloud
shares
IPO Wealth Holdings#1 - from
30 Sep 2019 Spend Money from EG to IPOWH#1 AUD 1,500,000.00 - 1,500,000.00 - 15,460,000.00
EG to IPOWH#1
IPO Wealth Holdings#1 - from from EG to IPO Wealth
3 Oct 2019 Spend Money AUD 2,200,000.00 - 2,200,000.00 - 17,660,000.00
EG to IPO Wealth Holdings Holdings
Journal to recognise
settlement of Acclod shares
(21.25 million shares) - Journal
4 Oct 2019 Manual Journal #52795 AUD - 19,460,672.96 - 19,460,672.96 (1,800,672.96)
to recognise settlement of
Acclod shares (21.25 million
shares)
1 Nov 2019 Spend Money IPO Wealth Holdings#1 - From EG to IPO Wealth Holdings AUD 75,000.00 - 75,000.00 - (1,725,672.96)
13 Nov 2019 Spend Money IPO Wealth Holdings#1 - From EG to IPO Wealth Holdings AUD 75,000.00 - 75,000.00 - (1,650,672.96)
15 Nov 2019 Spend Money IPO Wealth Holdings#1 - From EG to IPO Wealth Holdings AUD 1,000,000.00 - 1,000,000.00 - (650,672.96)
IPO Wealth Holdings#1 - ANZ INTERNET BANKING FUNDS TFER
20 Nov 2019 Spend Money AUD 700,000.00 - 700,000.00 - 49,327.04
TRANSFER 462597
Total Asset Purchase Account Clearing Account 19,510,000.00 19,460,672.96 49,327.04
Closing Balance - - 49,327.04 - 49,327.04
Total 19,510,000.00 19,460,672.96 49,327.04
Account Transactions Eleuthera Group Pty Ltd

BUSINESS ADVANTAGE STATEMENT
STATEMENT NUMBER 108
30 MAY 2019 TO 28 JUNE 2019
THE DIRECTOR
ONLINE INVESTMENTS PTY LTD
73 MCINTYRES RD
PARK ORCHARDS VIC 3114
WELCOME TO YOUR ANZ ACCOUNT AT A GLANCE

Account Details
Opening Balance:
$
ACN 134 785 890 ATF
THE SUNSEEKER TRUST
Total Deposits:
Branch Number (BSB) $

016-452
Total Withdrawals:
Account Number
$
9055-35405
Account Descriptor Closing Balance:
BUS. CASH MAN. $
NEED TO GET IN TOUCH?

XPRCAP0021-1906290414
ANZ Internet Banking Enquiries: 13 13 14

anz.com Lost/Stolen Cards: 1800 033 844
Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. AFSL 234527. Aust. Credit Licence No. 234527.
RTBSP03I_MAIL
Account Number 9055-35405
Date Transaction Details Withdrawals ($) Deposits ($) Balance ($)
28 JUN ANZ INTERNET BANKING FUNDS TFER 500,000.00

TRANSFER 736105 TO 013265227374824
This Statement Includes
Yearly Summary Previous Year to 30/06/2019 ($)
XPRCAP0021-1906290414
28 JUNE 2019 TO 30 JULY 2019
THE DIRECTOR
73 MCINTYRES RD

Account Details
Opening Balance:
$
ACN 134 785 890 ATF
THE SUNSEEKER TRUST
Total Deposits:

016-452
Total Withdrawals:
Account Number
$
9055-35405
BUS. CASH MAN. $

XPRCAP0021-1907310418

RTBSP03I_MAIL
Transaction Details
Please retain this statement for taxation purposes

2019 blank blank
28 JUN OPENING BALANCE
01 JUL ANZ M-BANKING FUNDS TFER 800,000.00 blank

TRANSFER 492929 TO 013265227374824
EFFECTIVE DATE 30 JUN 2019
blank TOTALS AT END OF PAGE
Page 2 of 4
15 JUL ANZ INTERNET BANKING FUNDS TFER 950,000.00 blank

TRANSFER 382485 TO 013265227374824
EFFECTIVE DATE 14 JUL 2019
18 JUL ANZ M-BANKING FUNDS TFER 400,000.00 blank

TRANSFER 488510 TO 013265227374824

TRANSFER 478120 TO 013265227374824
EFFECTIVE DATE 21 JUL 2019

TRANSFER 578184 TO 013265227374824

TRANSFER 555486 TO 013265227374824

TRANSFER 508321 TO 013265227374816

blank Withdrawals ($)
TOTALS AT END OF PERIOD

ANZ bank charges
XPRCAP0021-1907310418
ANZ BUSINESS ONLINE SAVER STATEMENT
STATEMENT NUMBER 11
17 MAY 2019 TO 16 AUGUST 2019
THE DIRECTOR
73 MCINTYRES RD

Account Details
Opening Balance:
$
Branch Number (BSB)
013-265 Total Deposits:
$
Account Number
4087-49568
Total Withdrawals:
Closing Balance:

XPRCAP0021-1908170517

RTBSP03I_MAIL
Transaction Details

2019 blank blank
17 MAY OPENING BALANCE
12 AUG ANZ INTERNET BANKING FUNDS TFER 30,000.00 blank

TRANSFER 363596 TO 013265227374824


Interest earned on deposits
ANZ bank charges
Yearly Summary Previous Year to 30/06/2019 ($)
Interest paid on borrowings

Withholding taxes
Fees Charged
Dishonour fee
Honour / Overdrawn fee
Total
Page 2 of 3
STATEMENT NUMBER 12
16 AUGUST 2019 TO 18 NOVEMBER 2019
THE DIRECTOR
73 MCINTYRES RD

Account Details
Opening Balance:
$
Branch Number (BSB)
$
Account Number
4087-49568
Total Withdrawals:
Closing Balance:

XPRCAP0021-1911190442

RTBSP03I_MAIL
Transaction Details

2019 blank blank
16 AUG OPENING BALANCE

TRANSFER 851487 TO 013265227374824
21 AUG ANZ INTERNET BANKING FUNDS TFER 1,000,000.00 blank

TRANSFER 557247 TO 013265227374824


Interest paid on borrowings
ANZ bank charges
Page 2 of 3
30 AUGUST 2019 TO 30 SEPTEMBER 2019
THE DIRECTOR
73 MCINTYRES RD

Account Details
Opening Balance:
$
ACN 134 785 890 ATF
THE SUNSEEKER TRUST
Total Deposits:

016-452
Total Withdrawals:
Account Number
$
9055-35405
BUS. CASH MAN. $

XPRCAP0021-1910010556

RTBSP03I_MAIL
Transaction Details

2019 blank blank
30 AUG OPENING BALANCE
02 SEP ANZ INTERNET BANKING FUNDS TFER 100,000.00 blank

TRANSFER 220499 TO 013265227374824
TRANSFER 967523 TO 013265227374824
04 SEP ANZ M-BANKING FUNDS TFER 100,000.00 blank

TRANSFER 094775 TO 013265227374824

TRANSFER 567276 TO 013265227374824
TRANSFER 095784 TO 013265227374824

TRANSFER 215119 TO 013265227374824

TRANSFER 595031 TO 013265227374824

TRANSFER 580462 TO 013265227374824
Page 2 of 4
30 JULY 2019 TO 30 AUGUST 2019
THE DIRECTOR
73 MCINTYRES RD

Account Details
Opening Balance:
$
ACN 134 785 890 ATF
THE SUNSEEKER TRUST
Total Deposits:

016-452
Total Withdrawals:
Account Number
$
9055-35405
BUS. CASH MAN. $

XPRCAP0021-1908310545

RTBSP03I_MAIL
Transaction Details

2019 blank blank
30 JUL OPENING BALANCE

TRANSFER 519436 TO 013265227374824

TRANSFER 934486 TO 013265227374824

TRANSFER 199898 TO 013265227374824
TRANSFER 199676 TO 013265227374824
TRANSFER 199500 TO 013265227374824
12 AUG ANZ M-BANKING FUNDS TFER 30,000.00 blank

TRANSFER 090436 TO 013265227374824
EFFECTIVE DATE 10 AUG 2019
Page 2 of 4

TRANSFER 900384 TO 013265227374824
TRANSFER 431178 TO 013265227374824
TRANSFER 981551 TO 013265227374824

TRANSFER 029665 TO 013265227374824
TRANSFER 629066 TO 013265227374824
TRANSFER 420364 TO 013265227374824

TRANSFER 004365 TO 013265227374824
TRANSFER 431219 TO 013265227374824

TRANSFER 079716 TO 013265227374824

TRANSFER 097628 TO 013265227374816
TRANSFER 689753 TO 013265227374824
XPRCAP0021-1908310545
BUSINESS EXTRA STATEMENT
STATEMENT NUMBER 34
06 SEPTEMBER 2019 TO 07 NOVEMBER 2019
THE DIRECTOR
ELEUTHERA GROUP PTY LTD
SUITE 504
365 LITTLE COLLINS ST
MELBOURNE VIC 3000

Account Details
Opening Balance:
Branch Number (BSB)
Account Number
1933-12069
Total Withdrawals:
Closing Balance:

XPRCAP0021-1911080336

RTBSP03I_MAIL
30 SEP ANZ INTERNET BANKING FUNDS TFER 1,500,000.00 blank

TRANSFER 193083 TO 013265227374824
blank TOTALS AT END OF PAGE $
Page 32 of 89
03 OCT ANZ INTERNET BANKING FUNDS TFER 2,200,000.00 blank

TRANSFER 373971 TO 013265227374824
Page 38 of 89
01 NOV ANZ INTERNET BANKING FUNDS TFER 75,000.00 blank

TRANSFER 148585 TO 013265227374824
Page 76 of 89


Interest paid on borrowings $
ANZ bank charges $
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Page 88 of 89
STATEMENT NUMBER 33
05 JULY 2019 TO 06 SEPTEMBER 2019
THE DIRECTOR
SUITE 504
MELBOURNE VIC 3000

Account Details
Opening Balance:
$
Branch Number (BSB)
$
Account Number
1933-12069
Total Withdrawals:
Closing Balance:

XPRCAP0021-1909070437

RTBSP03I_MAIL

7

TRANSFER 215353 TO 013265227374824
Page 58 of 59
STATEMENT NUMBER 35
07 NOVEMBER 2019 TO 07 JANUARY 2020
THE DIRECTOR
SUITE 504
MELBOURNE VIC 3000

Account Details
Opening Balance:
$
Branch Number (BSB)
$
Account Number
1933-12069
Total Withdrawals:
Closing Balance:

XPRCAP0021-2001080353

RTBSP03I_MAIL

TRANSFER 417395 TO 013265227374824
Page 10 of 63
15 NOV ANZ INTERNET BANKING FUNDS TFER 1,000,000.00 blank

TRANSFER 810462 TO 013265227374824

XPRCAP0021-2001080353
Page 13 of 63

TRANSFER 462597 TO 013265227374824
Page 18 of 63

Mayfair 101 Response To Dye and Co Decembre 16, 2020

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Mayfair 101 Response To Dye and Co Decembre 16, 2020

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Mayfair 101 Response to

‘Circulator to Creditors’ issued by Dye & Co

Results as at 16 December 2020

Liquidator fees incurred from 22 May 2020 – 17 September 2020 $731,783

Failure to account for Accloud share payment

24. No such drop in the Fund’s value had occurred.

Failure to inform creditors of control of a $20m asset

31. The report failed to reference this.

37. The Report makes no mention of this asset.

45. Furthermore, it is misleading to characterise the Borrower/SPV relationship as a

Failure to commence proceedings against Trustee

Liquidator Investigated by ASIC

See notice on the ASIC website - https://asic.gov.au/about-asic/news-centre/find-a-media-

This statement is false and misleading.

Mayfair 101’s lawyer wrote to the Liquidators on 5 June 2020 to advise

The Report mischaracterises Mr Mawhinney’s conduct to suggest he has

Page 2, paragraph 3 “[Received] 28 June 2020”

The date is incorrect. The statement is misleading.

The ROCAP additional information requested was provided to Dye & Co

On 3 October 2020 Mr Mawhinney wrote to the Liquidators to clarify

Dye & Co responded suggesting these circumstances should not inhibit

On 7 October 2020 Mr Mawhinney wrote to ASIC to clarify the same. On

On 27 October 2020 Dye & Co granted access to Xero. According to the

“I am unable to provide the information requested by this form as at 27

a) Dye & Co were appointed receivers & managers on 22 May 2020. I

b) I understand there to be transactions Dye & Co has entered into

c) Subsequent to Dye & Co’s appointment on 22 May 2020, I have

d) The accounts for the company were draft, incomplete, un-lodged,

e) Information provided on previous ROCAP forms has been relied on for

Page 2, paragraph 6 “This response from the director is unhelpful…”

The response provided by Mr Mawhinney was reasonable under the

Feedback received from portfolio companies suggests the Liquidators

Page 3, paragraph 4, “according to the Xero accounting system”

The statement that $72,754,038 in loans is owed to IPO Wealth Holdings

Page 4, table IPOWH#3

Mischaracterising the SPVs as being insolvent is a technique the

Regardless, Mr Mawhinney undertook a review of the 232,868 files and

This process was in addition to the invasive forensic search done on

Despite this invasive search no allegations have been brought against Mr

Page 6, Section F “Possible Recovery Actions”

All recovery actions will be defended.

Remuneration Report, $38,758.50 has been expended in relation to creditors.

Loan Eleuthera Accloud Share Purchase

Account Transactions The Sunseeker Trust [AUD]

IPO Wealth Holdings - Funds

Account Transactions The Sunseeker Trust [AUD]

IPO Wealth Holdings - from

Account Transactions The Sunseeker Trust [AUD]

Asset Purchase Account Clearing Account

Account Transactions Eleuthera Group Pty Ltd

WELCOME TO YOUR ANZ ACCOUNT AT A GLANCE

Branch Number (BSB) $

Account Descriptor Closing Balance:

BUS. CASH MAN. $

NEED TO GET IN TOUCH?

ANZ Internet Banking Enquiries: 13 13 14

Date Transaction Details Withdrawals ($) Deposits ($) Balance ($)

28 JUN ANZ INTERNET BANKING FUNDS TFER 500,000.00

This Statement Includes

Yearly Summary Previous Year to 30/06/2019 ($)

WELCOME TO YOUR ANZ ACCOUNT AT A GLANCE

Branch Number (BSB) $

Account Descriptor Closing Balance: