Mikestrathdee’s Blog


Where did all the money go? – old stories from the late 90s
September 4, 2014, 2:03 pm
Filed under: Business, Financial Management, Fraud, Investing, Uncategorized

Copy of K-W Record article, March 29, 1999 – front page, A1.

Shareholders left to wonder where money went

Mike Strathdee
RECORD STAFF
Monday 29 March 1999

Former executives of Struthers Inc. admit that they broke Ontario securities laws when they sold shares in a controversial swine-breeding company that is millions of dollars in debt and has left hundreds of area investors with virtually worthless shares.

“There’s clearly infractions,” Jason Struthers, son of company founder Ron Struthers, admitted in an interview with The Record.

Struthers Inc. is one of a handful of companies started by Ron Struthers to commercialize swine breeding and embryo transplant technology. Building on his father Stan’s breeding business, Struthers had offices in Guelph until last fall, until he was evicted for non-payment of rent.

Struthers Inc. is now largely based in South Carolina. Its Canadian presence consists of space in a lawyer’s office in Mississauga.

Jason Struthers, formerly the company’s secretary/director of international business development, and colleague Paul Allcock, who served as director of corporate affairs, say they ran afoul of securities law after receiving bad advice.

Under provincial securities law, a company must clear a prospectus, a detailed offering document, with regulators in order to sell shares to more than 50 shareholders. The Record has obtained a shareholders list which indicates that shares in several Struthers companies were sold or issued to more than 1,200 people, including 300 in Ontario and close to 200 within the Waterloo Region-Wellington and Perth County area.

Investors paid tens and in some cases hundreds of thousands of dollars for Struthers shares, which were sold at various times for $1, $3 and$4.50. Struthers Inc. stock began trading on the U.S. over-the-counter bulletin board at $6.50 a share last June, but quickly fell to only a few cents and never recovered. The shares last traded for 1.5 cents each, earlier this week.

At least two regulatory bodies — the Ontario Securities Commission in this province, and the Securities and Exchange Commission in the U.S. — are investigating the Struthers companies, The Record has learned.

The OSC has sent a five-page questionnaire to investors asking them about their investment knowledge, how they became aware of the Struthers companies, what information “were you provided with that induced you to make your investment,” in which Struthers business the investment was made, and who sold them the investment.

And the RCMP has interviewed a number of people in an effort to determine whether it has grounds to launch a criminal investigation. “I’ve been co-operating with the RCMP on this,” a haggard-looking Ron Struthers told The Record.

Struthers says he has met with RCMP officers a handful of times since an initial, four-hour interview two months ago. He wouldn’t comment on what the RCMP or securities regulators are looking into.

He did confirm when asked, however, that Revenue Canada has been looking at the books of the Struthers companies for the past three months in connection with money owed for employee payroll deductions.

“I don’t have the books, I don’t have access to the books, but I do know Revenue Canada has been in and done the audits.”

The OSC can ask a court to force a company to file financial statements and a prospectus. The agency can also seek an order directing a person to repay any part of the money paid by a security holder for securities.

Struthers raised at least $6.5 million US through the sale of shares over a period of several years. Shareholders have never received financial statements for the company, and only received share certificates early this year.

“You’ve got to understand something,” Jason Struthers said when asked about why the company didn’t comply with regulatory requirements. “When Ron started this company, he had zero knowledge of how a public company functions. We relied on counsel to do this; now it turns out that the information which counsel gave us was dead wrong.”

Allcock also pointed fingers elsewhere when asked about why proper procedures weren’t followed when shares were sold. “We were always advised that we didn’t need it (a prospectus),” he said. Our advice has been the pits. We could’ve gone to the variety store and got better advice.”

Jason and Ron Struthers were removed from the board and management of Struthers Inc. in a December restructuring.

Allcock, who said he and Jason raised the first $500,000 for the company, claims to have left the firm earlier in a dispute over the best way to raise money.

© Copyright Kitchener-Waterloo Record 1998

Copy of K-W Record article, March 29, 1999, business section, page C1.

Guelph contractor sues U of G

Unpaid renovations at SRI office prompt Van-Con’s $130,000-plus claim
By Mike Strathdee
RECORD STAFF

A Guelph contractor is suing the University of Guelph to recover payment for renovations he did at a university research park for swine breeding companies formerly operated by area businessman Ron Struthers.

Van-Con General Contractors is seeking more than $130,000 plus costs for renovations done to an office building at 150 Research Lane between October 1997 and January 1998.

The company, operated by Ike Van Soelen, received a judgment last July against Struthers Research Inc. (SRI), one of several companies started by Ron Struthers, a Cambridge businessman and former Pentecostal minister.

But after being told that SRI has no assets, Van Soelen decided to pursue a claim against the university, which has since rented the research park space he renovated to a Guelph marketing company.

Ironically, that firm has also received a court judgment against a Struthers company for work it never received payment for.

The university, in its statement of defence, denies any liability or responsibility for work done by Van-Con. In a cross-claim, however, it seeks to hold SRI and Struthers International Research Corp., another associated firm, responsible for any amount it is found to be liable to Van-Con.

It also seeks a judgment for $100,000 against Struthers “as damages for breach of contract regarding the agreement to lease between the university and Struthers IRC.”

Van Soelen says the university is benefiting from work he did in the building. He has also placed a lien against the property.

In its statement of claim, Van-Con alleges that a university official approved drawings and specifications for work done at the building, but at one point, expressed concerns about the financial viability of Struthers and instructed Van-Con to cease work.

The statement of claim goes on to allege that, subsequently, the official said the university “no longer had any financial concerns about Struthers,” and that Van-Con could proceed with its renovations “since everything was now in order.”

Van-Con also alleges that university officials “inspected the quality of work from time to time during the course of its progress,” and that Struthers was indebted to the university “for the rent of facilities elsewhere, in the amount of $148,946.00.”

A letter sent by a university lawyer to a former Van-Con lawyer indicates that Struthers’ tenancy in the research park “was terminated on March 4, 1998, as a result of arrears in the payment of rent.”

Earlier this month, a few days after the university filed its statement of defence in connection with the Van-Con lawsuit, the office of research issued a brief press release distancing itself from Struthers.

“In 1994, Struthers Research began investing in swine embryo research at the University of Guelph,” the announcement stated. “The University of Guelph no longer has a research contract nor any research involvement with Struthers Research and parties related in any way to Struthers Research. The University of Guelph does not have a licensing agreement with Struthers Research or any other Struthers entity.”

Larry Milligan, U of G’s vice-president of research, said in an interview that the university is “quite deliberately declaring that there is no linkage, that there is no licence for the technology in place.”

But more than a week after the announcement was made, a share-offering document available by fax from the South Carolina office of Struthers Inc., the U.S. parent firm of the companies named in the lawsuits, still indicated that the company “intends to take full advantage of it’s (sic) strong working relationship with the University of Guelph, a
world-renowned leading animal science institution.”

Doug Beatty, vice-president of operations for Struthers Inc., brushed off the U of G announcement. “They can say whatever they like,” he said.

“There’s things happening behind the scenes here. It’s unfortunate. They pushed Struthers out of Canada.”

Company founder Ron Struthers broke his silence on the events Thursday, and provided the Record with a copy of a 1994 contract between U of G and Struthers Research.

Money owing to U of G is for subsequent, related work, and doesn’t affect Struthers Inc.’s ability to commercialize the embryo-transplant technology, he said in an interview.

“Basically, the technology is basically there for the use of this corporation (Struthers Inc.),” he said.

U of G moved to dissociate itself from the Struthers companies following months of talks because “we’re not getting anywhere in clearing up the back debt” of more than $200,000 owed to it by Struthers, Milligan said.

Milligan said he has received a legal opinion which suggests that the swine- embryo transplant technology “is owned by the university.”

U of G hopes to recoup its losses by commercializing that technology, possibly through a licensing agreement with another firm.

Struthers Inc. has not publicly commented on its view of the millions of dollars in debts run up by Ron Struthers and other firms which bear his name. The company said in December that Ron Struthers no longer holds a management role with the firm.

A November share-offering document for Struthers Inc., which has shares quoted through the U.S. over-the-counter bulletin board, claimed that the firm is “not presently a party to any material litigation,” and that its liabilities totalled $1,510.

The document doesn’t refer to litigation or liabilities involving its subsidiaries. Struthers officials have not responded to written questions submitted earlier this year to Richard Lane, their New York-based lawyer.

Beatty said this week that “Struthers Inc. is a debt-free organization.”

He wouldn’t say whether Struthers Inc. has any responsibility for debts run up by its subsidiaries or Ron Struthers. “You’ve sort of blindsided me. I don’t know.”

Ron Struthers says company officials verbally promised him, when he relinquished control of the firm in the fall, that all of the millions of dollars in debts run up by Struthers corporations and promissory notes to shareholders signed by him would be taken care of. “I’ve been told that they (Struthers Inc. officials) have a block of shares set aside for repayment of debts,” he said.

But he can provide no proof that any such agreement exists, as he didn’t get anything in writing. “No. I didn’t. Just trusted them.

© Copyright Kitchener-Waterloo Record 1998

Copy of K-W Record article, March 29, 1999, business section, page C2.

Newsletter to Struthers investors long on predictions, short on details

By Mike Strathdee
RECORD STAFF

Struthers Inc. has a bright new future ahead, the company’s latest newsletter to investors says.

The pork biotechnology company plans to train a team of surgeons in embryo-transplant techniques at a major United States university and announce contracts with major swine breeders, the newsletter states.

But the four-page document, which can also be seen on the Struthers Web site, is long on predictions and short on specifics.

Titled “the Rooter’s News,” the newsletter refers to several upcoming developments without providing any specific details.

“The commercialization of the embryo-transfer technology, through relationships already formed with leaders in swine genetics in North America, will represent a positive cash flow situation for the company and will allow for future growth and expansion,” the newsletter states.

Doug Beatty, vice-president of operations at Struthers’ Charleston, S.C., office, said the company won’t be able to identify any of its partners nor the university where the surgical training will take place, until after April 2.

Struthers has had to sign non-disclosure agreements with the universities involved, as “they don’t want a slew of people calling,” he said in a telephone interview.

“Unfortunately, we couldn’t (identify partners) in that newsletter,” he said.

”We wanted to, but we couldn’t.”

Contracts will be solidified and signed when company officials visit Iowa, Missouri and Illinois in coming days, he predicted.

Company president Don Bowden, a veterinarian from Iowa, is handling the negotiations, the newsletter stated.

The company also plans to purchase a mobile operating theatre, a surgical trailer, from Alpha Omega, an Indiana company which builds mobile CT and MRI scanners, Beatty said.

Struthers plans to have a six-metre (20-foot) surgical trailer based in Canada as embryo-transplant work progresses, he said.

Company founder Ron Struthers, who has not had a management role with the company since a restructuring last fall, told the Record last week that he is “pretty happy with the guys in the States” and the way efforts to commercialize embryo-transplant technology are proceeding.

He remains interested in working with the company which bears his name.

“My offer to the company is that anything I can do to take the company forward, any knowledge I have, I will give it to them.

“I’d like to help grow the company if it’s possible, if there’s a place for me to be there.”

Struthers said that when he handed over control of the firm late last year, he planned to go to South Carolina and work out of the Struthers office there with current management.

But poor health, including several operations related to kidney problems, have kept Struthers in Cambridge. “At this point, it’s not certain whether they want me there (U.S), ” he added.

© Copyright Kitchener-Waterloo Record 1998

HEADLINE Company ex-president has ‘no idea’ where close to $4 million has gone
BYLINE Mike Strathdee
SOURCE RECORD STAFF
DNOTE Ran with related story “Shareholders left to wonder where money went: Former executives of Struthers Inc. admit they broke securities law” Page A1 “Guelph contractor sues U of G: Unpaid renovations at SRI office prompt Van-Con’s $130,000-plus claim” Page C1 and “Newsletter to Struthers investors long on predictions, short on details” Page C2

There are a number of mysteries surrounding events involving Struthers Inc. over the last year.

Shareholders who have contacted the Record wonder how shares in Struthers Inc., which began trading at $6.50 each last June on the U.S. over-the-counter bulletin board, quickly fell off to only a few cents in value, and never recovered. The shares last traded at 1.5 cents on Friday.

They also wonder why, if the company’s new management wanted to assure investors that Ron and Jason Struthers no longer held any management positions in the company as of early December, the share certificates which were issued to shareholders Dec. 29 were signed by Jason Struthers, secretary, and Ron Struthers, president.

The certificates were printed before the management restructuring occurred, Ron Struthers told the Record this week. “Maybe it’s even prudent,” he said. “Why waste another $15,000 to $20,000 (to print new shares)? Use up the (old certificate) stock.”

It is unclear why Ron Struthers agreed to relinquish control of the company without having a detailed, written agreement as to the royalty stream he is to receive for his past work. Ron Struthers says he trusted his longtime advisers to take care of his interests.

Struthers Inc. documents suggest Ron Struthers will receive royalties, but don’t specify the amount. “It’s never been flushed out,” Ron Struthers asked when questioned on the subject.

“I’m not (financially) in a point where I could go to a lawyer, or even hire one.”

Another unanswered question is the issue of what happened to the millions of dollars raised by the company, given that scores of creditors, large and small, weren’t paid for services rendered.

A Struthers Inc. offering document available to prospective investors through a fax-on-demand service states that the company had total assets of $2,824 as of Nov. 15.

Ron Struthers insists that all of the money raised from investors — at least $6.5 million US, by some accounts more — was used to pay expenses related to research and market development efforts.

But The Record has obtained a copy of a draft, unaudited consolidated balance sheet that states it was prepared for the management of Struthers Inc., dated July 31, 1998, months before Ron Struthers stepped aside from the management of the company.

That document, which investors have never seen, stated that the company had cash of $3,933,191 at the July 31, 1998, end of year.

“I have no idea,” Ron Struthers said Thursday when shown the statement and asked about the discrepancy. “I’ve never seen these documents (before).”

If the company had that much money last summer, “we would not have been in problems,” he insisted.

Companies which have stock quoted through the over-the-counter bulletin board in the U.S. are not required to make the detailed filings of their financial statements with regulators which other publicly traded firms must do.

Struthers Inc. is in the process of having its financial statements examined by auditors, company spokesman Doug Beatty said. “When they’re ready, we’ll post them” on the company’s web site, he said.

One of the reasons that the financial statements are being changed is because the company’s asset base is changing, he said. “There was a lot of stuff that went missing.”

Beatty did not elaborate.

Ron Struthers denied that any assets of real value remain unaccounted for when the company was evicted from a leased research farm south of Guelph in October. “Nothing’s gone missing that would influence those books by more than $5,000 or $10,000,” he said.

“There was no assets you could pick up and walk away with.”



Investment Fraud part two
January 21, 2011, 9:53 pm
Filed under: Financial Management, Fraud, Investing | Tags:

published in Christian Week Ontario September 2009

Hardly a week went by this summer without allegations of another case of financial fraud making headlines.  Victims frequently will recover little, if any of their money.

As my last column indicated, Christians seem to be particularly vulnerable to fast talking promoters.

Even high-profile people who should know better have been snared by the promise of a quick buck.

Ron and Reynold Mainse stepped down from their positions with the 100 Huntley Street TV program this spring after news broke that they invested money with Gordon Driver, who is accused of running a $16 million investment fraud. Aside from whatever money they lost, if allegations they were paid to lure other investors are proven in court, their days of TV ministry are over.

Court documents suggest over 80 other Canadians, and 15 Americans invested with Mr. Driver, who told them his sophisticated trading program could generate weekly returns of one to five per cent. Anyone taking the time to think it through should have realized that those numbers don’t add up, given that the long term average annual return for North American stock markets is between eight and 10 per cent.

How do you avoid become the next victim? Here are a few tips.

–          Don’t ever release personal financial information over the phone or e-mail to someone you don’t know.

–          Don’t send money – often described as a processing or handling fee – to someone promising to give you a percentage of an offshore investment, inheritance, lottery or even offering a new job.

–          Don’t believe anyone who promises you a higher than average return on an investment that is described as being low or no risk. Greed can be costly.

–          Don’t be pressured into acting quickly.

–          Don’t think the courts will solve the problem. Police or government regulators usually can’t make things right in fraud situations.

–          Does the person trying to sell you the investment hold a CFP, CIM or CLU designation? Is the accreditation still valid?

–          Is the salesperson properly registered to sell stocks, mutual funds or insurance? In each case there is a regulatory body that you can check with. Don’t sign anything until you have checked it out.

–          Is the salesperson associated with a reputable firm that has a compliance department? Major banks, insurance and mutual fund firms

Even if you have heard good things about a particular advisor or product, you still need to do your own research. Get as much information as possible, preferably from sources other than the person who is trying to sell you the product.

Many of the people who try to sell you financial product earn most or their entire livelihood from trailer fees, commissions and bonuses that are directly related to what they sell.

That’s the way the system works. Investors need to understand the potential for conflict of interest.



Christians and Investment Fraud
January 21, 2011, 9:50 pm
Filed under: Financial Management, Fraud, Investing

Christians and Investment Fraud – published in Christian Week Ontario July 2009

For the people of this world are more shrewd in dealing with their own kind than are the people of the light.” Luke 16:8

Christians are particularly vulnerable to con artists, says Bruce Karcher, a retired accountant who works

with victims of investment fraud. Sadly, Karcher’s comment is more than just theory, or speculation.

Over the past four years, he has walked with 50 people in Southwestern Ontario who have lost upwards

of $25 million to smooth talking salespeople.  In almost every case, the victims were Christians, taken in

by someone who claimed to be a believer, often touting a scheme that purported to have a “charitable”

intent. This affinity fraud is often a result of “misplaced or blind trust,” Karcher says.

Often victims take the advice of someone in their church who has dealt with the con artist, or see the con artist attending their congregation, and don’t check to ensure that the proposed “investment” is legitimate. The first person to become involved with the scheme in a given congregation often becomes an unaware salesperson when their positive experience is held up to lure others in. A clever con artist ensures that the first person gets what was promised, and has a good experience. They are often repaid with funds put in by subsequent investors.

Faith-based communities are in many cases less suspicious than secular society, and fail to verify whether their new adviser is properly registered and legitimate.  A common thread in these scams is a promise of worthwhile or “charitable” activity, to be funnelled through foundations that later are discovered to be unregistered or illicit. More sophisticated, leveraged schemes hold out the promise of giving donors a receipt or other benefit greater than the “donation” they have made.

Sadly, Canada Revenue Agency is nowhere close to keeping up with this shady business, and “those typically don’t collapse until two, three or four years down the road.”

Churches aren’t speaking out on this problem, often because many aren’t even addressing the basics of financial stewardship, Karcher says.

Things to beware in connection with a proposed investment:

-Guaranteed returns. Legitimate investment professionals cannot make guarantees about how a product will perform. (Many of the con artists don’t hold professional designations, however)

-Promise of no or very low risk

-Pressure tactics, lack of time to make a proper or informed decision

-Complexity, “creating the appearance it’s something a seminar participant can’t understand.”

Many of the people Karcher deals with have been victims of fraud more than once. Victims are often ashamed to go public with their stories, and “the fear of libel or slander causes most people to back off in terms of disclosing anything.  Scammers use stolen money to file frivolous lawsuits that (the victims)

can’t (afford to) defend.”

This problem hasn’t yet got on the radar of many church leaders. When the Ontario Securities Commission held a seminar on the subject last year, only 30 people of 250 invited to a free lunch seminar bothered to show up. “For so many of these churches, they don’t see that it can pertain to them.”