Posted on Clinton Health Access website, July 12, 2022.
Documents obtained by this website suggest that the Directors of the Clinton Foundation and the Clinton Foundation HIV/Aids Initiative Inc may have falsified a merger agreement and backdated documents by more than 12 months to deceive the IRS, donors and others about the Foundation’s HIV activities.
In 2005 ,the William J. Clinton Foundation (31-1580204) and the Clinton Foundation HIV Aids Initiative Inc (20-0921629) (CHAI) were separate legal entities and thus required to lodge individual IRS returns. Each operated as a 501(c)(3) charitable tax exempt foundation.
The CHAI was incorporated as a non-profit in Arkansas on 24 March 2004. It applied on that same day for a licence to operate in the State of Massachusetts from its head office at 225 Water Street Quincy. It was registered as a corporation licensed to operate in Massachusetts on 4 May 2004.
CHAI was granted 501(c)(3) tax exempt status and its 2004 and 2005 IRS Form 990 annual returns quoted the exempt purpose
THE ORGANIZATION IS A SUPPORTING ORGANIZATION OF THE WILLIAM J. CLINTON PRESIDENTIAL FOUNDATION, AND WILL CARRY OUT ONE OF THE FOUNDATION’S PROGRAMS TO BRING HIGH QUALITY MEDICAL CARE AND TREATMENT TO PEOPLE LIVING WITH HIV/AIDS AND TO IMPROVE HEALTH SYSTEMS IN RESOURCE POOR AREAS AND COUNTRIES .
To bring care and treatment and improve systems.
The distribution of pharmaceuticals was not an approved tax exempt purpose, there is a stated specific prohibition against a grant of tax exemption for pharmaceutical distribution published at the IRS website here:
- 7.25.3.1 Overview
- 7.25.3.2 Organizational Test
- 7.25.3.3 Organizational Test Requirements
- 7.25.3.4 Operational Test
- 7.25.3.5 Charitable Organizations— Definition
The Dual Test: Organized and Operated
- IRC 501(c)(3) requires an organization to be both “organized” and “operated” exclusively for one or more IRC 501(c)(3) purposes. If the organization fails either the organizational test or the operational test, it is not exempt. Reg. 1.501(c)(3)–1(a)(1).
- The organizational test concerns the organization’s articles of organization or comparable governing document. The operational test concerns the organization’s activities. A deficiency in an organization’s governing document cannot be cured by the organization’s actual operations. Likewise, an organization whose activities are not within the statute will not qualify for exemption by virtue of a well written charter. Reg. 1.501(c)(3)–1(b)(1)(iv).
In Federation Pharmacy Services, Inc. v. Commissioner, 625 F.2d 804 (8th Cir. 1980), aff’g 72 T.C. 687 (1979), the appellate court held that a nonprofit pharmaceutical service was not exempt as a charitable organization because it was operated for the substantial commercial purpose of providing pharmacy services to the general public. Although it provided special discount rates for handicapped and senior citizens in its area, it was not committed to providing any drugs below cost or free to indigent persons. Therefore, although its services did improve health in the area, it was primarily a commercial venture operated in competition with other area pharmacies.
The Clinton Foundation, if it admits to the CHAI Inc at all, purports to have merged the 1st CHAI entity into the Clinton Foundation effective at 31 December 2005.
If it had done so, the CHAI Inc would have ceased on that day to exist. As the non-surviving entity in a merger it would have been dissolved and prohibited from further trading.
On 22 February 2006 Bill Clinton signed a Memorandum of Understanding with the Australian Government as signatory for the Clinton Foundation HIV Aids Initiative Inc.
On 9 June 2006 Auditors BKD LLP wrote to the directors of the Clinton Foundation:
On the same date it wrote a further letter to include within its audit any and all available supplementary information.
The Clinton Foundation lodged its IRS 990 return electronically shortly after the Audit Report.
Nowhere did it mention any intention to merge, nor were any articles or agreements to effect a merger at 31 December referred to.
It noted that the Clinton HIV/Aids Initiative Inc was related to the Foundation, as it had done in the previous year, it also told the IRS there had been no dissolutions or terminations etc during the 2005 year.
Worryingly for the CHAI, the Foundation provided commentary about CHAI operations that should have immediately triggered a tax audit and recision of tax exemption.
THE CLINTON FOUNDATION HIV/AIDS INITIATIVE (CHAI) EXPANDED ITS PROCUREMENT CONSORTIUM, WHICH OBTAINS LIFE-SAVING AIDS MEDICINES FOR OVER 50 DEVELOPING NATIONS AT A SUBSTANTIALLY REDUCED PRICE.
There are no CHAI Inc’s 2004 or 2005 year returns filed at the Clinton Foundation. There is no merger agreement exhibited. Until today, I am not aware of any public commentary or publication of the agreement or the 990 CHAI return. The files had been successfully disappeared.
I now have a copy of all of that material from the filing at the time.
Around the time the Clinton Foundation audit report and 990 filing were completed, the CHAI Inc asked for an extension of time to lodge its IRS 990 return – to 15 August 2006. That extension is automatically approved as a right.
On 31 July 2006 the CHAI Inc was still operating as a separate legal entity. It held itself out as a legal contracting entity to the Australian Government which entered into these contracts with it on the following dates.
CN ID:
Agency:
Publish Date:
Category:
Contract Period:
Contract Value (AUD):
Supplier Name:
Supplier Details
Name:
Postal Address:
CN ID:
Agency:
Publish Date:
Category:
Contract Period:
Contract Value (AUD):
Description:
Supplier Details
Name:
Postal Address:
CN ID:
Agency:
Category:
Contract Period:
Contract Value (AUD):
Supplier Name:
Supplier Details
Name:
Postal Address:
On 24 August 2006 the Clinton Foundation HIV/Aids Initiative – PNG Inc was incorporated.
Meanwhile, plans were apparently being made for the time machine that would take the directors of the Clinton Foundation and the CHAI back to the last recorded board meetings in 2005 where their due diligence and other conditions precedent to the merger were given the due consideration.
Notwithstanding the absence of any corresponding material in the Clinton Foundation’s 2005 filing which had already been locked in after the 9 June 2006 Audit Report, the CHAI filed its 2005 IRS 990 on 13 November 2006 and it wasn’t quite in sync with the 2005 merger-free head Foundation. That uncomfortable fact for the crooks might help explain the disappearance of these papers until now.
Download Clinton Foundation HIV/Aids 2005 990 and Merger Agreement
Here’s the date stamp for the avoidance of doubt and establishment of provenance.
Ira and the boys had some sort of problem in 2006 that apparently made it desirable for the CHAI Inc and its 501(c)(3) details to disappear.
But to do that effective 31 December 2005, Ira would have to find the agreements they signed at the time. Or someone would have to forge them. And if they did that, they should also go to jail, go directly to jail, not pass go and not collect several hundred million drug dollars.
I know that our expert readers will pore over these papers. Our readers amaze me with the details they pick up and pass on.
It’s the little things like any subscript writing in the bottom left hand corner leaving a tell tale trace from the word processor that might just establish the exact time the paper met the printer.
Here’s the freshly emerged Merger Agreement purportedly signed pre the merger date during 2005.
The Australians were still dealing with the entity they’d contracted with, the CHAI Inc. With that being the case, it’d make sense for Bill and Ira not to make waves. Not to do the right thing as required under the law and dissolve the non-surviving entity, the CHAI Inc.
Cause that’s what happened. Ira and Bill’s slush funds never die, they just fade away.
The CHAI Inc had this bank account in Massachusetts, along with its head office.
And the CHAI in its headquarter state of Massachusetts didn’t have the good manners to advise its headquarters regulator about the merger.
Because eventually Secretary Galvin and the crew got sick and tired of no returns, no information and no word about the fading jaded CHAI In and its problems.
When I was in the Mergers and Acquisitions caper it was a truism that there are no mergers, there’s only acquisitions – ie there’s a surviving party and the non-surviving party is consumed into it.
When a corporate entity is being merged it’s like being pregnant. A corporation can’t be a little bit merged, that would be an asset sale or an asset contribution from the balance sheet of a surviving entity.
That’s what Clinton and the boys did. Stripped the CHAI Inc bare, disadvantaged its creditors and any contracting party like the Australian Government that looked to it for performance and left it to wallow dead in the water.
In 2008 Clinton HIV/AIDS Initiative Inc was dissolved by regulators for failure to comply with financial reporting legislation
The entity’s license to operate was revoked by authorities in the Commonwealth of Massachusetts by an order published on 31 March 2008, taking operative effect from 31 December 2007.
Here is a copy of the extract:
I wrote to the Massachusetts authorities in February, 2016
From: Michael Smith <bexleyborn@gmail.com>
Date: Mon, Feb 29, 2016 at 11:44 AM
Subject: Request for copy of certificate of revocation
To: archives@sec.state.ma.us
Hello,
I am an Australian Journalist reporting on our government’s contributions to certain charitable entities in the United States.
I am interested in the revocation of the certificate of incorporation issued to Clinton Foundation HIV/Aids Initiative Incorporated.
ENDS
Later that day an officer of the Commonwealth of Massachusetts Mr Howard Cutter replied, stating:
The entity was dissolved by our office for failure to file annual reports in consecutive years.
While memories of the CHAI lingered it was useful to get some value out of that brand.
Apparently the Clinton Foundation doesn’t care about passing off or misleading or deceptive conduct, because it now tells all and sundry that the CHAI, the Clinton Health Access Initiative was the real deal all along.
Its history goes back to 2002. Even though in its 2009 incorporation it was presented to the authorities as a cleanskin, avoiding all the messy shit that a successor organisation in a Magaziner/Clinton transmission of business see popping up like ticking bombs left to surprise the unwary.
You can see what they were up to in this MOU executed in PNG.
Bill Clinton and Australian officials in CHAI multi-million $$$ fraud and coverup
CHAI is the acronym used by the Clinton Foundation and its supporters in the Australian Government to describe the Clinton Health Access Initiative.
Bill Clinton and the Australian Government don’t like to be reminded about the CHAI’s predecessor, also known as the CHAI. That’s because CHAI #1 flouted the law to such an egregious extent that it was deregistered by US authorities.
Clinton’s criminal conduct in CHAI #1 didn’t stop the Australian Government from sending him money. Individuals within the Australian Government even rewrote publications and changed records to help Clinton during his coverup.
Here’s what the Clinton Foundation says about the CHAI on its website today – note the first line “The Clinton Health Access Initiative, Inc”.
The Clinton Health Access Initiative Inc was not founded in 2002. That claim is false and misleading in a material sense in that it conceals the existence of a predecessor organisation which Clinton called the CHAI.
Here are the CHAI’s biggest donors. Note the “Cumulative Donations by Donor” and “Donor’s Name”. Let there be no mistake, our government is donating our money into a slush fund operated by Bill and Hillary.
Here is a screen shot from the Clinton Foundation’s 2009 website about the CHAI
This wasn’t just a name, the Clinton HIV/AIDS Initiative Inc was a US incorporated entity with employees and trading operations and some very illegal conduct awaiting explanation.
I’ll come back to the Clinton HIV/Aids Initiative Inc and the cover up later.
In 2006 the Australian Government’s Foreign Minister Alexander Downer signed an MOU with Clinton as detailed in this screen grab from a 2007 DFAT website.
By the latter half of 2010 someone in the Gillard Government saw fit to change the record as detailed in this screen grab from the AUSAID website from 2010/11. Where the original wording recorded a partnership with the William J Clinton Foundation, the revised 2010 version restated it as a partnership with the Clinton Health Access Initiative.
This matters because beyond the direct contracts we were buying drugs from Clinton’s operating company. Those drug dealings involved illegal activities. The new Clinton Health Access Initiative Inc had no involvement in the dealings that brought Clinton, Ranbaxy and their criminal cohort unstuck. Australia is reported to have purchased in excess of $100M in pharmaceuticals under the partnership with the William J. Clinton Foundation. Someone has gone to some length to clean out the records of those transactions but we will find them, it’s just a matter of when.
(note my request to DFAT re the $100M in pharmaceutical purchases under the agreement, I have been told I’ll have a response by COB Thursday)
Here is the signature block for Clinton’s signature on the 2006 MOU
He signed only for the HIV/Aids Initiative and as you’ll see in the next part of this report it was a separate entity and there have been considerable efforts to conceal its existence – some of those cover-up attempts will no doubt expose certain individuals to criminal prosecutions.
Here are the DFAT reported contracts with the Clinton Foundation HIV/Aids Initiative Inc.
2008/2009 contracts
2009/10 contracts
2010-2011
Note that by 2011 the Clinton Health Access Initiative was recorded as the contracting party for the Indonesian contract. (Michael Smith News, 9/06/2016) (Archive) h/t @seacaptim