Timeline - Pre Investment Profile Petrolab Australia Pty Ltd
1987-1999
• Founding of Petrolab.
• Dream the dreams.
• Rapid expansion with no growth.
• After more than 20 years off the bottle, Founder and Managing Director Johannes is back on the bottle.
• A good tight-verbal-slap brought Johannes back to sobriety.
• Scheming to do less (no, not a proactive approach to productivity on working smarter)
At this point in time, the Australian tax office was allowing tax breaks for founders of companies that met certain criteria. Rather than retiring to a happy life, greed and the gains from the tax benefit proved too strong.
A series of documents were created to capitalise on the tax break, without loosing control of the Company. This was handled mostly unethically, or morally incorrect.
As it later transpires, Johannes took back control of the entire company in 2021.
It is therefore a matter of principle to document here, and share accordingly with specific persons.
2013-2021
Investment Profile Petrolab Australia Pty Ltd
Mercury Fly - the silent partner (.... until the appropriation....)
Company Constitution
Petrolab Australia Pty Ltd Constitution
This Constitution document covers all and any type of probable transfer of shares outside of the persons specifically named in the Constitution. ie there is no need to actually create a fictitious loan.
However, Johannes G Bon stated
"the shares are held as security to a 2013 loan agreement"
We don't even know what that means.Details of the loan agreement:
The loan was monies that Johannes G Bon used Mercury Fly's name to loan to himself to buy his own company from himself. Mercury Fly took no part in, nor received any monies in this transaction.
Mercury Fly was invited and participated in only one board meeting. The meeting minutes recorder (NJM) recorded that Mercury Fly:
... does not like the idea of the need to purchase the business... the business should continue to support the predecessors via a salary, ownership is transferred over.
The following is what eventuated:
Company valuation: $164,831
Goodwill: $2,635,169
Janerika Trust JGB NLB Loan Agreement - only page received; Gavin Munn appears in the contract.
Nubia Meyer JGB NLB Loan Agreement - only page received; this contract seems different to all the rest.
PJ Bon JGB NLB Loan Agreement - only page received; Gavin Munn appears in the contract.
Mercuryfly JGB NLB Mortgage of Shares - signed by Johannes G. Bon and Nubia Lissa, to themselves.
Mercuryfly JGB NLB Loan Agreement - signed by Johannes G. Bon and Nubia Lissa, to themselves.
→ In the only page received from the other "Loan Agreements", note the custom clauses 1.7-1.9 in these documents.
Additionally, all "loan contracts" are not dated.
| Member | Beneficial Owner | Number Of Shares |
|---|---|---|
| JANUBON INVESTMENTS PTY LTD - ACN 138 070 103 45 WOODFORDE ROAD, MAGILL, SA 5072 |
Not B/O (ATF Not Disclosed) | 1,680,000 A |
| JOHANNES BON PTY LTD - ACN 164 428 380 18 ILFRACOME DRIVE, WATTLE PARK, SA 5066 |
Not B/O (ATF Not Disclosed) | 280,000 B |
| NUBIA MEYER PTY LTD - ACN 164 467 449 58 MYALL AVENUE, KENSINGTON GARDENS, SA 5068 |
YES Beneficial Owner | 280,000 C |
| PJBON PTY LTD - ACN 164 456 768 12 RAWSON PENFOLD DRIVE, ROSSLYN PARK, SA 5072 |
Not B/O (ATF Not Disclosed) | 280,000 D |
| MERCURY FLY PTY LTD - ACN 112 895 271 7 SYLVANER AVENUE, AULDANA, 5072 |
Not B/O (ATF Not Disclosed) | 280,000 E |
2021-2022
Effective Share Holding 2021Effective shareholding distribution, based on dividend payments:
| Member | Effective Holdings (%) |
|
|---|---|---|
| JANUBON INVESTMENTS PTY LTD | 55.67 | |
| JOHANNES BON PTY LTD | 22.71 | |
| NUBIA MEYER PTY LTD | 8.87 | |
| PJBON PTY LTD | 11.09 | |
| MERCURY FLY PTY LTD | 1.65 | |
| ∑ | 100.00 |
Share Appropriation
More than a month after the appropriation documents were submitted to Australian Securities and Exchange Commission (ASIC), Johannes and Nubia Lissa's accountant Simon Langston, from Langston & Assc., advised Mercury Fly of the imminent appropriation (but had not advised that the documents were submitted).
Document Submitted to ASIC
Notice of Meeting - Share appropriation - Signed & corrected version
During these conversations Langston & Assoc. is remembered to have said:
I can never ever (sort of) consciously explain how a whole host of transactions were needed to be able to meet the $2.6 million for the business.
...there was amounts of money ... that were used to facilitate a sale of that business so that the money would go into superannuation for your dad. That's what he wanted to do.
The dealing in this process with Petrolab delivered Petrolab's accountant, Langston & Assoc., a reprimand from the Certified Practising Accountant association of Australia.
Reprimand Letter can be provided upon request
Shareholders of Class B, C & D sign Power of Attorney to JANUBON INVESTMENTS.
Voting rights became 90% JANUBON INVESTMENTS and 10% Share Class E.
The share appropriation document nulled the voting power of Share Class E.
Petrolab voting rights currently are:
JANUBON INVESTMENTS PTY LTD 100.00%
2023-2026
Mercury Fly takes on a more involved role - asking the right questions, actively seeking information on company direction, checking the accounts. The financial statements are never received with a signature other than the account Simon Langston.2025
Management and Operations forecast
Mercury Fly requested information about Petrolab operations, management and future plans for the current financial year. This is the response:
Regarding future company projections, aside from various rental agreements, the bulk of the Company's future revenue is subject to the award of supply contracts that are generally unknown in advance.
| Member | Effective Holdings (%) |
|
|---|---|---|
| JANUBON INVESTMENTS PTY LTD | 56.6 | |
| JOHANNES BON PTY LTD | 23.1 | |
| NUBIA MEYER PTY LTD | 9.0 | |
| PJBON PTY LTD | 11.3 | |
| MERCURY FLY PTY LTD | below 1% | |
| ∑ | 100.00 |
In late 2025 Mercury Fly requested confirmation of the financial statements by way of the Australian Tax Office submission form. The reason is because despite repeated requests over the years for the signed documents, Petrolab ignored these requests. Further more, Mercury Fly requested information about a new loan from Johannes and Nubia Lissa to Petrolab. Specifically, Mercury Fly asked about the nature of Petrolab getting into a $200k debt with Johannes and Nubia Lissa when there is $1.2 million in the bank and dividend payments to Petrolab staff close to $500k in the same year ($1.7 million before the dividend payouts). Additionally, Mercury Fly queried a consulting fee that in the recent 2 years has accumulated hundreds of thousands of dollar. And other operational shareholder questions.
Since the above request, the following is Johannes & Petrolab's response:
• Petrolab has cut all communication
• No further information will be sent to Mercury Fly, still a shareholder with 10% equity
Queries? Contact info at adelaide dot mercuryfly dot com