This is potentially an actionable claim, challengeable in court under Libel Law by the person against whom I am making these allegations. Although under UK law, truth cannot be libellous.
Yet Nick Ayton is so afraid of the law himself that he will not challenge it other than by making further spurious claims in his own social media channels. So I'll say it again, in order to not be misunderstood.
Nick Ayton is a cheat, a fraud and a con man. You should not trust him with money under any circumstances.
Systematic and Premeditated Fraud
Ayton has systematically defrauded investors into the 21 Million project. He has lied, conspired with others to cheat me out of 50% of a company and made wild and false allegations of theft and other assorted illegal activities against me. He has even accused my wife of using investors money to buy a car.
This blog sets the record straight, with a blow by blow account of how he did it. This is the first instalment and the blog will unfold daily over the coming days. For regular updates and to stay in the loop regarding the several lawsuits currently being prepared against Nick Ayton, both in the UK and US jurisdictions, please join the growing list of people who have subscribed by sending an email to firstname.lastname@example.org.
Any claims or accusations made here are fully supported by documented evidence that exposes his lies, his fraud and his conspiracy with others. I welcome any challenge to these claims as long as they are supported by evidence. Something Mr. Ayton is very vocal about, yet something he provides very little of himself. His relationship with the truth is, at best, tenuous.
The blog also forms the basis of evidence for libel claims I am making against Nick Ayton and Mick Sands, as well as forming part of a criminal case against Nick Ayton. Because there is no doubt in my mind that Nick Ayton is guilty of criminal acts.
Of course at this stage it is just my opinion, as well as that of numerous others in the Blockchain community, together with a group of investors in the 21 Million project. These investors are now preparing to bring a Class Action lawsuit for the return of their investment. They have also made representations to the SEC relating to his illegal selling of Securities to US citizens.
Where Do I Start?
Following the project's first full preproduction meeting, on February 3, 2018 I told Nick Ayton that I was ready to walk away from the 21 Million project.
There were too many unanswered questions – mostly surrounding money and his constant refusal to be transparent with company records.
Ayton’s talk of going to Hollywood to seek additional funding was not in line with the ethos of the film project I had worked night and day for a year to get funded and crewed.
The first full pre-production meeting with Heads of Department took place on February 2nd 2018 – Director, Producer, Casting Director, Director of Photography, 1st Assistant Director, Line Producer and Crewing Agency met to kick off the project in earnest.
This date is auspicious, as it was exactly one year to the day from the first time I met him.
Ayton swanned into the pre-prod meeting. His introduction of himself to the team was truly cringeworthy:
“I’m Nick Ayton” he said.
“And I upset people”…
You really couldn’t make it up.
At this time, some seven months into development, he had made no contribution to the project whatsoever and taken significant amounts of personal income from the project funding. On top of this, people he had recently introduced were already taking steps to sow division in the team I had spent months building, and I was slowly coming to the conclusion that it was time for me to take my work elsewhere.
The response I received to me potentially leaving made up my mind.
The email is below:
To me, these are not the words of an innocent man.
Why would Nick Ayton be concerned about going to prison?
You can decide the answer to this for yourself.
Rewind to 2016.
Towards the end of 2016 I had been talking with Nigel Ross-Scott – a fellow musician and close friend who had previously worked successfully in the area of film funding.
Having almost completed a Bitcoin-based adventure novel in the Dan Brown genre entitled ‘21 Million’ I was considering options with regard to seeking publishers and potential revenue streams from sale of film rights.
Nigel was helping with this and suggested that I speak to Ayton, who was touting himself as an expert in the ICO field. He was looking at the idea of tokenising videos of cats & dogs on a platform built specifically for that purpose. Clearly there was no way of competing with the might of YouTube & Google without massive resources. The idea was a non-starter from the get go.
I was aware of Bitcoin and its underlying technology, having been exposed to it via Max Keiser’s show on RT in 2015 while following George Galloway's show Sputnik, as I prepared to stand for UK Parliament on George's Respect Party ticket.
The Keiser Report and Max’s Bitcoin evangelism were major catalysts for me writing the 21 Million story in the first place.
Nigel made an introduction to Ayton and we met in London on February 2nd 2017 at the Royal Exchange, London.
In order to explain my concept I created a DVD cover - adapting the book jacket design I had been using as part of my novel's elevator pitch. The DVD cover is below. It carries the story synopsis. A story Ayton claims I plagiarised from Mick Sands.
I'll get to that claim later.
The original document creation date stamp on this Photoshop file is December 19 2016, and the book jacket design dates back to July 2016.
I eventually met Ayton on February 2nd 2017.
Having been persuaded by Ayton that an ICO could be a good method of funding I then set about building a Blockchain Use Case for film funding. Being a creative I immediately saw the opportunities for assuring fair compensation for my fellow creative workers in the Gig Economy.
I was at that time something of a novice in the active use of Blockchain, having only made a few BTC transactions while developing a good knowledge of Bitcoin in deep-dive research for the story I had written.
At this point in the project there were three partners – Ayton, myself and Nigel Ross-Scott.
As the project progressed it became apparent that Nigel was underperforming, causing Ayton to want him removed. I reluctantly agreed to this course of action, disappointed as Nigel was a long-standing friend and an excellent musician with whom I had collaborated for almost twenty years. Of all the decisions I made as part of this project, parting company with Nigel is by far the most significant.
The only agreement between us all was a draft (unsigned) partnership agreement, which was then ceased in an email from Ayton to Nigel.
I drafted this email in order to protect the feelings of my friend. Had Ayton written the email it would have undoubtedly been aggressive and personal in nature.
As he said. He’s Nick Ayton. He upsets people.
This email, ostensibly terminating the partnership, was subsequently used by Ayton as evidence that I wasn’t a Partner in the project, and was therefore entitled to nothing. It will be interesting to discover what a Judge makes of this.
Roles & Responsibilities
I took on the creative role, to oversee the development of the story. I designed the brand, built the websites, created all the advertising materials and continued developing character profiles and story, while also handling whitelist email database building & management, writing placing PR stories, managing email database mail outs & followups, investor inquiries and day to day website management of two sites. I also liaised with the CTO & Dev team at Tokenmarket to install their iFrame / Java widget to the sites.
As both CEO and CTO, Ayton took on the job of writing the White Paper and Business Plan, based around the Blockchain use case I had developed with our newly appointed COO Raiomond Mirza, a fellow creative and experienced film Producer & composer who had previously been working with Vinay Gupta on another project.
The central tenet of the use case was that the entire team involved in production, - cast, crew, writers & designers should be rewarded with a fair share of the revenue from sales, based on their proportion of the overall budget, from ‘first dollar’ earned. Nothing was to be taken out to reward management before the creatives got paid. Blockchain was the perfect transparent method for this.
This was to be achieved by distributing the content using a Blockchain VOD platform such as Ethervision / Singular DTV – a New York based team led by Ari Paul and Joe Lubin, or Blossom – the Blockchain VOD platform set up by LiveTree, with whom we subsequently partnered, and whose Token Sale cap Ayton subsequently accused me of rigging for personal financial gain, although it was in fact Ayton who sent the ETH to the company, which happened only after they had already hit their soft cap. More on this later.
So, the idea behind 21 Million was to cut out the Hollywood fat cats and directly reward creatives, with the investors getting ROI based proportionately on the number of tokens they held. A proposition that I now know is undoubtedly a Security Token, although one which Ayton at the time swore blind was a utility with platform rights. A position he currently still holds apparently. The only self-appointed Blockchain and STO expert in the history of Crypto who's never bothered to read the Howey test.
Building an A-List Team
No project, even in they hey day of 2017, would succeed without a crack team, so COO Raiomond Mirza introduced his wife, the well-known & loved British actress Nina Wadia, (Eastenders, Bend It Like Beckham, Goodness Gracious Me) as well as Pat Yonge (Former head of creative at the BBC) and film producer Joe Demorais as advisors to the project.
For my part, I called on my relationships with friends in the creative industries and secured Martin Glover (AKA YOUTH) – Musician, composer and producer for artists such as Pink Floyd, Crowded House and Paul McCartney to produce the score and soundtrack. Martin's Killing Joke track 'I Am The Virus' was actually the creative inspiration for my story as it unfolded.
I also introduced a number of other advisors including NYC-based Egyptian TV writer Mohammed Nassar, after whom one of the characters is named, Asit Gipta – an award-winning marketer, and Gina Nemo, an exceptionally well-connected LA based actress and producer.
All of these advisors were later to be stiffed by Ayton, who claims they didn’t do anything to earn the tokens they received, which are now in any case completely worthless. But it was their names supporting my ideas & work which raised the money Ayton has been spending ever since.
Between February & June 2017 I wrote two short teaser screenplays and between Raiomond and myself we created a teaser which was funded by me and produced by Raiomond. It can be viewed here: https://www.youtube.com/watch?v=KtTusYW7c0I
I also funded, shot, & edited a series of Founders videos, and Raiomond produced three further videos to promote the project.
"I Upset People"
His description of himself was proven early on.
Soon after Raiomond’s trailer was released and the pre-sale started both Raiomond and our community manager quit. Fed up with Ayton’s aggression, authoritarian approach and offensive behaviour they dialled in on Skype, and just quit.
The problem was further compounded by Ayton telling Raiomond that a Skype meeting was ‘Not a request’ and that he should cancel attending his children’s school event, and the final straw here was Raiomond receiving a formal Cease & Desist warning from the CEO of Wavecrest for using their name & logo to raise funding in an ICO.
Why were we using the Wavecrest IP and assets on our website without permission? Simple.
Ayton said he had spoken with the CEO and claimed he had agreed to support a 21 Million Visa Card. A complete lie, as it turned out. Here's the email:
As you'll note from the email, the extent of the lie is elaborate. The signature of an accomplished lair.
As it turns out he never spoke to Wavecrest - he 'chanced it' - as confirmed by the email from Raimond, below:
When Raiomond & Steven quit the team was down to two – Ayton and myself.
Business Planning - Kind of...
During the run up to the pre-sale we had numerous discussions about company jurisdiction (Malta, Gibraltar, Singapore and so on) and as the ‘Expert’ Ayton had frequently assured that the Token was a utility, as it secured the income of people working on the project. This was in spite of it also being used to return Royalties to investors.
At one point he consulted Gibraltar's leading Law firm, Ramparts, and in particular Peter Howitt. Peter in fact advised that Ayton's proposed Token structure would constitute a Collective Investment Scheme in Gibraltar (and therefore the UK - being still a member of the EU). Advice which Ayton ignored in preference to his own 'expert opinion'.
No decision was made regarding Company jurisdiction at this time, and no action was taken until the soft cap on the sale was reached, at which time Ayton set up a company in the UK.
Allowing him to do this was my first big mistake.
21Million Production Ltd
It was to this company that my IP was to transition. Luckily, this never happened.
Despite being listed as a Founder of the project, and in spite of every conversation confirming me as a 50% partner, together with the original (but technically ceased) Partnership Agreement, Ayton was very careful not to put anything in writing. Almost.
Imagine my surprise then, to discover that he had created the company with himself as the sole shareholder. And his wife as the only Director.
He had always maintained that I was 50% owner of the company.
I deeply regret not checking on this, as it was a lie.
With the exception of a few instances of referring to me as his ‘business partner’ on video and in an email to Peter Howitt at Ramparts, the following screen grab is the only written reference to me having a 50% share:
It was written on 16 November 2017. I didn’t become a Director ‘til the 27th.
This only came to light after several attempts by me to be added to the company as a signatory at the bank.
Strangely, it was actually the bank who told me I wasn't a director. Yet there was Nick Ayton, lying through his teeth, telling me I was a Director and 50% shareholder.
In fact I never owned a share in the company, and a second company, Children of Satoshi Ltd, was set up as an SPV, wholly owned by 21 Million Production, and therefore Ayton.
The fact that I wasn’t a shareholder didn't come to light until I instructed lawyers to obtain sight of the company records in the spring of 2018.
So Where Did The Money Go?
The soft cap of the sale being met, the total raised was 1840 ETH net, after a 5% success fee was taken by TokenMarket.
When the ETH was released by Token Market 420 ETH was given to me to start the process of creation.
Ayton held the balance – 1420 - or around $375,000
The ETH price at the close of the sale was $264.00, making my working capital a little over $110,000. (Around £84,000). This covered my expenses from February to July 2017, 17 months salary, the money I had personally spent in getting the Token Sale away and the entire pilot development budget.
In August 2017 Tokens were released to Management and for cast & crew. Ayton had the Management Tokens, which were to be vested for 18 months - as confirmed in the White Paper. Not that vesting stopped Ayton and his son from trading them in a pump & dump in January 2018. Why Ayton's Son had access to 21 Million Tokens I have no idea. I di not hold any.
The tokens were distributed while I was on holiday, and having only my ‘phone to confirm addresses, I mistook two addresses both beginning with 0x6c…
To be fair, my own inexperience, (and maybe a beer or two) was partly to blame for this.
But then if you were the CTO & CEO, would you entrust the entire Token pool to be distributed by the Creative Director, who had only ever made about five crypto transactions at the time... while he was on holiday?
Nevertheless - this error was made by me. Unlike Nick Ayton, I own my shit. So in providing the wrong address to TokenMarket, I caused the Cast & Crew Tokens – approximately 425,000, to be sent to a Bittrex wallet rather than a MEW wallet. The Bittrex wallet was not compatible with the Token. The Tokens are still there, stuck, and Bittrex will not release them.
This is the address: 0x6caab6ca5f484e1b2883cd11ad6aba245c421f57
And here is Bittrex' confirmation of what I'm saying:
Ayton would have you believe that this is the reason that his 21M Shitcoin can't be re-listed.
Nonsense. It can't be re-listed because it's an illegal security.
Although since he claims to own two fully regulated exchanges, why hasn't he listed them on one of those?
Maybe you should ask him...
Millions and Millions of Non-Existent Tokens...
According to Ayton at the time, this mistake of mine was not too significant, as there were a further 73 million tokens locked in a vault for further rounds. Complete bullshit as it turns out, although he is still claiming here, and here that they are held in a multi-sig wallet under the control of himself, Mikko Ohtamaa (CTO at Token Market) and the aforementioned Gibraltar-based lawyer, Peter Howitt. In case you can't be bothered to wade through his verbal diarrhoea on Reddit - here's the excerpt:
More lies from Nick Ayton. - Or rather same lies, different day.
Peter Howitt is also CEO of the Gibraltar Betting & Gaming Association.
Ayton never in fact instructed Token Market to mint those Tokens.
The Token contract & Tokens issued can be viewed here: https://etherscan.io/token/0xb2e59493763d0d0be2634b2d1afe066914b0fcc2
Unlike Mr. Ayton, Mikko, Peter Howitt and the Ethereum blockchain do not lie, as confirmed in the following emails.
For the avoidance of doubt, Mikko Ohtammaa was the guy who wrote the Smart Contract that issued the Tokens in question. My email to Mikko and his response are below:
Worthy of note is that he's not a Nick Ayton fan...
Clearly Mikko is a gentleman, and very generously uses the phrase incorrect facts, but it's clear from his email that Nick Ayton is lying. Being part of the FCA Sandbox, it's perfectly logical that Mikko would want to distance himself from a character like Nick Ayton.
How Much Money?
In terms of the fund I was holding, I recovered from it the amount I had put in during the six months of work on the ICO; website costs, photography, stock video clips, Facebook advertising costs and so on, and immediately set about hiring a small team to push the project forwards.
My accounts for the use of these funds are below. They were prepared in May 2018 prior to a meeting with lawyers at which Ayton offered me hush money in return for a letter indemnifying him from wrongdoing.
* Personally Paid Chainstarter Expenses
My entire personal income for the 16-month period February 2017 to May 2018 was £32,039.00
In the period from July 2017 to February 2018 - eight months, Ayton took £45,000 ($60,000) from the invested funds as personal income and made no contribution to the project at all during this time. His drawings on the business will come under greater scrutiny in part II of the blog.
If any of the original investors in the project would like to ask me any questions about this I will be only too happy to respond, whether by email or in person on a Skype call.
Based on the amount of Ethereum left in his charge, Ayton was holding around $375,000 at the time the token sale closed - June 28th 2017. This assumes a USD : ETH rate of $264.00
By December of the same year, and with nothing to pay for from it, the fund held by Ayton was a staggering $1,988,000 million.
Yes - you read that correctly. - As close to two million dollars as makes no difference.
Now You See It... Now You Don't
Shortly after the sale closed and the companies were set up, Ayton also set up company bank accounts. At no point did I have any access to the company accounts. Nor were there any admin systems in place for me to work, hire freelancers or make purchases other than via my personal bank account.
I believe both Nick Ayton and his wife had debit cards on the company account.
Just to take this point to its natural conclusion, for the period from July to November 2017 the company's finances were in the sole hands of Nick Ayton's wife, whose only previous jobs, as far as I am aware, were as an Air Hostess and Barmaid.
In order to liquidate crypto to pay for freelance personnel and other ongoing costs I was forced to exchange Ethereum on Kraken and to run it through my own personal bank account. As a self-employed person this gave me a significant personal tax liability. Despite numerous requests to formalise a working process, and many assurances from Ayton that this was 'in progress' I was never added to the bank mandate, and Ayton consistently and skilfully dodged my questions about reasons for this.
It is interesting to note that his excuses were all connected to the incompetence of banks or Companies House, or to him being incredibly busy.
Personally I have never had a problem opening a bank account or adding signatories. I have never had a problem setting up a company via Companies House. It's incredibly efficient system which takes about twenty minutes and requires a payment of £12.00. Nor have I ever experienced a cheque being 'lost in the post'.
As to him being busy, to this day I have no idea with what. He made zero contribution to the 21 Million project, although took almost twice as much in personal compensation as I did.
How Many Lies Can One Man Tell?
I eventually attended Barclays Bank in Guildford in October to sign a bank mandate, which was allegedly countersigned by Ayton’s wife. This didn't work however.
Apparently the bank's fault again.
Phone call after phone call, message upon message - all deflected with the same excuses. "I'm too busy" (Doing what???) and "The bank is stupid...."
It wasn’t until I challenged strongly in November 2017 and started chasing the bank directly that they told me they couldn’t deal with me. This was when I discovered I wasn’t a Director of the company.
The bank advised that the mandate signed in October had been rejected.
But how could that be? It was signed, countersigned and handed directly to a bank officer, who confirmed that all was in order.
As it turns out, there was a ‘significant discrepancy’ between the original signature on the account and the counter-signatory on the mandate which I signed. Ayton's wife, Deborah Ayton. The only signatory on a bank account for a company that was ostensibly in control of, by October 2017, $465,000 worth of investors Ethereum.
As an investor, if you're ok with that, you have more money than sense.
On discovering this I engaged with Ayton via text massage and Skype – The full Skype conversation (referenced previously above) is here:
Oddly, I was never added, and admin never caught up.
In spite of frequent requests, there was never a Directors meeting convened, although prior to November 2017, as it transpired, it was pointless asking for one. I wasn't a Director.
Having received these assurances I continued with the process of developing the creative content for the project, further developing sixteen characters from my novel for the screen and ensuring that their back-stories fitted with reality and were historically accurate.
I also produced and a 60+-page screenplay summary, edited from my original novel, which was given to a screenwriter to complete the scripting process for the first episode of the series. I provided this on August 10th - just three weeks after the funding was released.
It was provided to Mick Sands. The guy who Ayton claims I plagiarised and failed to pay.
Sands was paid, along with his Son Tom, who was to direct the pilot, from my personal bank account. The payment was for working on my story to develop thinking and approach.
Here are two of the relevant entries from my personal bank statement, paying both him and his son Tom, for his input as a Director. Between them they received a total of £4,400.
Sands' first attempt was bounced by me, as between Mick Sands and his son Tom they decided to completely change the story, characters, plot, locations and narrative. They were nevertheless paid, and then paid further ro revisit his work.
Following this there were a series of full day work sessions with both the Sands, and one including Haydn West, Director of Photography. The purpose of these was to work through he story, for me to provide direction, content, character depth and to communicate my vision and the full outline of the story beyond the scope of the pilot episode.
The Sands were paid for this work, and with alignment to the original story reestablished, after copious notes, revisions and corrections to their work, Mick Sands was allocated a maximum of ten days work at £300 a day to develop my original story & characters into a step outline, or 'Beat sheet'
His Son Tom was allocated five days to develop a Director's Statement, at the same day rate.
This was when the whole thing fell apart.
Neither delivered, and not only was the beat sheet supplied late, with no communication, Mick Sands expected to charge 40% over budget for taking four days longer than allocation.
I fired them. My email explaining why follows:
I also ended up with an additional bill for £500.00 from a friend of theirs who they introduced as casting Director. He did what must have been at least thirty minutes work, ignoring the brief and coming up with a list of potential actors that was neither in keeping with the ethos of the concept (if we were casting a Russian, they should be a Russian), nor affordable.
Ben Kingsley, Colin Salmon, Adrian Lister and Timothy Dalton would have taken the entire production budget in fees.
Ludicrous as the ideas were, I nevertheless paid the guy in the interests of a clean exit from the debacle they had created.
Having fired the pair of them and agreed to pay their final invoices they then sent emails threatening legal action and 'exposure' in the press.
Under normal circumstances a bill becomes due at thirty days. So threats of legal action ten days before the bill was due for payment didn't go down to well with me.
Unsurprisingly, Nick Ayton was apoplectic. He even got his 'Substantial balls' in a twist.
His email to Mick Sands follows:
Oh dear. But threats like these - the substance of his testicles aside, are commonplace.
I have no idea where the three million social media followers come from. His typical engagement on Twitter, Reddit & Medium is about three likes and a dozen people calling him out for his bad grammar & spelling.
Still, he's very keen on using them to threaten people, as this mail to Mark Arguinbaev, owner of The Merkle shows.
This is truly typical of Ayton. However the next one in the chain is as amusing as it is damning, and is the perfect end to this, the first in a succession of blog posts that show Nick Ayton for the fraud, bully and dilettante that he is.
Anyone aware of the accusations he has levelled at me will recognise the content of his accusations against Mick sands. Plagiarism of other work, failure to deliver and hiring his 'mates'.
In The Next Instalment
Over the course of the coming week I'll be expanding on this in detail.
Subscribe today to read the scripts for the trailers I wrote, the threats & accusations made by Ayton, the lies about the use of 21 Million investment to fund the startup of Chainstarter, washing hundreds of thousands of pounds in non-KYC / AML compliant crypto though Metro Bank and in to Barclays.
Did Nick Ayton pay a previous £300,000 legal bill with 21 Million investors money.
Did he fraudulently signe a letter of engagement for his lawyer Tim Bird and his firm Fieldfisher, confirming that the source of funds for his legal fees were in fact clean?
And were those funds diverted from the 21 Million Project?
Did he earn enough to fund a £1.3 million home and a £45,000 car by writing
unintelligible drivel in Coin Telegraph as he has claimed?
Was even he paid at all?
And did he deliberately mislead Forbes writer Roger Aitken, causing Mr Aitken to receive complaints from Zach LeBeau at Singular DTV?
There's also some revealing commentary from former colleagues on misogyny in the workplace, false claims of owning regulated exchanges and claiming friends in high places.
Not to mention the recent absurdity of the Ayton Family Office and its fabricated illustrious 900 year history as Baronets and landed gentry.
They even have a Heraldic Crest.
Until next time!