[Last One Mile Labor Union] Satoshi Saito's retainer and refund troubles and Makoto Watanabe's intervention

The Angel problem is a last-mile problem.

New information regarding the angel tax system has been provided to the Last One Mile Labor Union.

According to the information, Satoshi Saito, a certified public accountant and former head of the Corporate Planning Office at Last One Mile Co., Ltd., received retainer fees for angel tax system projects from multiple clients. However, as the number of projects grew too large, some of them stalled for long periods, leading clients to demand refunds.

It is believed that some related parties have actually received refunds.

And it was reportedly Makoto Watanabe, Representative Director, Chairman, and CEO of Last One Mile Co., Ltd., who intervened in the refund dispute and tried to calm the angry client.

If it was work undertaken by Mr. Saito in his personal capacity and had nothing to do with Mr. Watanabe or Last One Mile Inc., why did Mr. Watanabe need to get involved in the refund negotiations?

According to interactions known to our association prior to the arrest of defendant Kazuyoshi Nakano, records show that Makoto Watanabe, Satoshi Saito, and defendant Nakano were rapidly advancing the system design, referral of clients, applications, company selection, funding, and external explanations.

Mr. Watanabe will paint the big picture, Mr. Saito will serve as the certified public accountant handling applications and expert explanations, and the defendant Nakano will handle the company, administrative relations, investor relations, and other execution.

If the retainer received by Mr. Saito in this division of roles was involved, it is not merely a customer dispute involving an individual certified public accountant.

This is an issue concerning the financial balance of a business involving the Golden Trio centered around Mr. Makoto Watanabe, as well as the trust, network, executives, and referrers of Last One Mile Co., Ltd.

The issue of the angel tax system is finally shifting from an "issue for external investors" back to its true form.

The Angel problem is a last-mile problem.

How many Angel Tax System cases did Satoshi Saito receive retainers for?

The format of the retainer fee itself is not the problem.

The issues are: from whom the work was accepted, what tasks were accepted, how much was received, what was executed, which cases did not progress, and for what reasons refunds were issued.

According to information submitted to our association, Satoshi Saito undertook various services for numerous companies brought in by Makoto Watanabe, Defendant Toshiyuki Nakano, or referrers in their circle, including applications to make them eligible for the angel tax system, document preparation, system explanations, and other tasks.

However, it is reported that due to a sudden surge in the number of cases, some clients ended up in a situation where applications or work did not progress even after paying the initial retainer, and they failed to receive sufficient reports.

From the client's perspective, this means that despite having paid money upfront to a certified public accountant introduced as an institutional expert and handing over the necessary documents, no progress was made toward the administrative application, no confirmation letter was obtained, and only time has passed.

The Angel Tax Incentive is not a system where confirmation documents can be issued retroactively to a past date at any time upon request. Given its relationship with investments, share issuances, payments, base dates, and filing deadlines, leaving matters unattended may result in the applicant being unable to utilize the system.

Consequently, demands for refunds poured in from clients, and information was received that some individuals had actually received refunds for their retainer fees.

In that case, at least the following records should exist for Mr. Saito.

• Contracts or mandate details for each client.
• Date of engagement, retainer amount, deposit date, and deposit account.
• Materials created for each project, communication with government agencies, and application dates.
• Number of cases and reasons where work did not progress.
• The date the refund was requested, the refund amount, the refund date, and the refund account.
• The person or corporation that funded the refund.
• Referral fees or distributions paid to Mr. Makoto Watanabe, Defendant TSUYOSHI NAKANO, the introducer, and others.

The problem is not that the client got angry.

The issue is whether the expert who received the retainer can explain whether they performed the services as contracted.

If it is Satoshi Saito's personal matter, why did Makoto Watanabe intervene in the refund dispute?

The most important part of this information is that Makoto Watanabe intervened in the trouble with the client over the refund.

If Mr. Saito accepted the engagement himself as an independent certified public accountant, performed the work himself, and managed the retainer himself, he should be the one to provide explanations to the client, report on the work, handle contract cancellations, and issue refunds.

The fact that Mr. Watanabe entered means at least one of the following is conceivable:

• Makoto Watanabe himself had introduced the client to Satoshi Saito.
• Mr. Watanabe substantially directed the acceptance of the matter, pricing, application policy, or progress.
• A retainer fee, or a part of it, had been distributed to Mr. Watanabe's side.
• Mr. Watanabe or a corporation affiliated with Mr. Watanabe bore the funds for the refund.
• If a refund dispute surfaced, there were circumstances that would affect the credibility of Mr. Watanabe himself or Last One Mile Inc.
• The client held Mr. Watanabe liable because he was introduced by Mr. Watanabe, Last One Mile Co., Ltd., or individuals related to the company.

Regardless of which possibility it is, Mr. Watanabe is not unrelated.

If you claim you only introduced them, you can explain who and how many people you introduced, and whether you received a referral fee from Mr. Saito.

If you were managing the progress, I can show you the project list and meeting records.

If you only mediated the refund, you can show at whose request you intervened, what you explained, and under what conditions the refund was settled.

If you cannot explain anything, you cannot simply provide an escape hatch later by calling it "Mr. Saito's personal issue."

Makoto Watanabe draws the picture, Satoshi Saito acts as the expert, and Defendant Toshiyuki Nakano executes it

In past articles, our union has investigated the roles played by Makoto Watanabe, Defendant Kazuyoshi Nakano, and Satoshi Saito in the angel tax system.

Based on the information received by our association, the roles of the three parties are generally as follows:

• Makoto Watanabe draws up the overall concept, including system-based investment, capital repatriation, company selection, and client introductions.
• Satoshi Saito, acting as a certified public accountant, explains the system and handles professional practices such as application documents, contracts, shares, payments, and others.
• Defendant Nakano Tatsuyoshi is responsible for dealings with the target company, communication with government agencies, investor relations, fund transfers, and external execution.
• Companies or investors are brought in through the human networks of Last One Mile Inc.'s affiliated parties, business partners, referrers, and others.
• When a problem arises, Mr. Watanabe intervenes to coordinate between the parties involved or to put out the fire.

In the three-way communications that took place before Defendant Nakano's arrest, the introduction of the project, company preparation, applications, investments, and explanations to related parties are said to have progressed one after another in a short period of time.

If Mr. Saito had more cases than he could handle, were those customers coincidentally gathered by Mr. Saito alone?

Isn't it the result of Mr. Watanabe and Defendant Nakano using the introduction network around Last One Mile to channel a massive amount of Angel Tax System projects as a business?

While there is another case where the administrative review could not be passed based solely on Mr. Watanabe's concept, cases where Defendant Nakano and Mr. Saito became involved in the practical operations have progressed to obtaining written confirmations.

This difference does not suggest that Mr. Watanabe was a genius institutional designer.

Without Mr. Saito's professional qualifications and defendant Nakano's operational capability, the story goes, Mr. Watanabe's "blueprint" would have stalled at the administrative counter.

The Mamizuka memo stated from the beginning "Overall diagram of fraud by the Last One Mile Group"

The prosecutors' union from the other media outlet, "Okami's Union,"Mamizuka memo provided by current Last One Mile employeesWe have published it.

The title of the document is “Overview of Fraud at Last Mile Group, Inc.”

The materials feature Last One Mile Co., Ltd., Mr. Makoto Watanabe, multiple related corporate entities, and financial flow arrows, along with descriptions such as "outsourcing costs," "loans (fraudulent funds)," "advertising expenses (kickbacks)," and "fraudulent funds."

The diagram of the Angel Scheme includes entries such as “Example of Fraud #2,” “False Investment Claims,” and “Tax Effects,” and it also mentions Satoshi Saito by name.

Whether the contents of the Mamizuka memo are correct must be verified through contracts, application materials, bank records, accounting books, and the understanding of the parties involved.

However, at the very least, the party that created or possessed the documents did not view the issues surrounding the Angel Tax System as an individual matter unrelated to Last One Mile, Inc.

From the very beginning, we've been calling it "The Big Picture of Fraud by the Last Mile Group."

Nevertheless, if the Board of Directors and the Audit and Supervisory Committee of Last One Mile Co., Ltd. are treating the Angel Tax System as a “dispute between external individuals,” it means they have not even read the titles of the documents the company itself is said to have possessed.

Can the members of the "Angel Prosecutors"—as Makoto Watanabe mockingly calls them—produce their own financial records?

According to information received by our association from individuals associated with Last One Mile Co., Ltd. or through their referrals, Makoto Watanabe, Satoshi Saito, and other related parties are said to have referred to the prosecutors investigating the Angel Tax System as “Angel Prosecutors” and to have ridiculed them as people who do not understand the system.

The Prosecutors’ Union, a separate media outlet, is thoroughly investigating the serious problems surrounding prosecutors’ interrogations, understanding of the system, information leaks, and the selection of targets.

However, the fact that the prosecution is incompetent does not mean that the plea deals involving Makoto Watanabe and his associates are appropriate.

Before you laugh at the prosecutor, Mr. Watanabe, Mr. Saito, and the defendant Nakano must be shown the following documents.

• List of clients for all Angel Tax System cases.
• List of retainer agreements, upfront fees, success fees, referral fees, and refunds.
• A list of companies that filed applications and those that did not.
• A list of companies that have received confirmation from the government and those that did not pass the screening or did not apply.
• Makoto Watanabe, defendant Shukuki Nakano, Satoshi Saito, and the distribution of commissions among the referrers.
• Records based on information regarding Last One Mile Co., Ltd.’s personnel, emails, devices, offices, and business partners.
• Communications and the terms of the agreement when Mr. Watanabe intervened in the refund dispute.

If the prosecutor lacks a sufficient understanding of the system, you can simply present objective evidence to point out the error.

This is not a system where transactions become legal simply by failing to produce ledgers, contracts, or refund records—and just laughing and saying, “Prosecutors are idiots.”

Independence, Impartiality, and Integrity Expected of Certified Public Accountant Satoshi Saito

Article 1-2 of the Certified Public Accountants Act: Certified public accountants shall at all times maintain their professional dignity, strive to acquire knowledge and skills, and perform their duties fairly and in good faith while maintaining their independence.

If Mr. Satoshi Saito accepted the engagement as an independent certified public accountant with the client’s best interests in mind, he must prioritize the contract with the client and his professional ethics over the wishes of Mr. Makoto Watanabe, defendant Shukki Nakano, the person who referred the client, and others.

On the other hand, if Mr. Watanabe was, in fact, the one who brought in the project, set the price, intervened in its progress, and even handled the refund dispute, then it raises the question of whether Mr. Saito was truly acting independently.

The title of “Certified Public Accountant” is not just a marketing logo intended to reassure clients.

Once we have received the retainer fee, explained the program, and become involved in the application or investment process, we have a responsibility to manage conflicts of interest, the scope of work, progress, fees, and refunds for each client fairly and in good faith.

If you’re saying you let it slide because there were too many cases, then that’s a problem with case management.

If the priorities were changed on Mr. Watanabe’s instructions, that raises a question of independence.

If you continued to accept an advance fee even though you knew the project couldn't move forward, that's a matter of misrepresentation and breach of contract.

If you can't provide a refund record, then it's an accounting and tax issue.

Information indicates that individuals involved in the "last mile" are included in the plan to request arrest warrants for 40 people

The prosecutors' union from the other media outlet, "Okami's Union,"The issue regarding the leak of plans to seek arrest warrants for a total of 40 investors and shareholders of N Co., Ltd.has been published.

Furthermore, according to information received by our association, it is reported that several individuals associated with Last One Mile, Inc. are among these candidates.

If this is true, the Board of Directors and the Audit and Supervisory Committee of Last One Mile Co., Ltd. have reached the stage where they should already be specifically aware of the possibility that the investigation could expand to include the company’s employees, former employees, business partners, referral sources, and others.

A conscientious employee must not be made to take the blame later simply because they created documents, contacted the introduced party, booked a meeting room, or accompanied someone to a money transfer at their supervisor's direction.

What the management team should do right now is neither look for and eliminate the targets of the investigation, nor coordinate explanations among the parties involved.

• Company-wide evidence preservation.
• Prohibition of false explanations and leading of statements.
• Prohibition of retaliation against informants and research cooperators.
• Exclude Makoto Watanabe and other suspected individuals from the investigation.
• Establishment of a channel through which employees can consult with independent attorneys.
• Do not shift responsibility to employees who were simply following company instructions.

As investigative information continues to leak, the company's explanation that it knew nothing is becoming less and less plausible by the day.

What were Makoto Watanabe's secretary office and Last One Mile executives managing?

If a large number of Angel Tax System cases were being handled among Makoto Watanabe, defendant Shukki Nakano, Satoshi Saito, the referrer, and the client, there must have been personnel responsible for managing communications, schedules, documents, business meals, money transfers, and dealings with government agencies.

What needs to be checked there is the secretary's office of Makoto Watanabe, the Representative Director of Last One Mile Inc., which was located at Last One Mile Inc.

Regarding Mr. Watanabe's secretariat, information has been received indicating that they have operated across the board, handling financial instrument transactions, private life, dining, travel, external negotiations, dealing with related parties, and other matters.

With regard to Angel Tax System cases, the following points must also be verified.

• Coordination of meetings with the client, referrer, Mr. Satoshi Saito, and defendant Kazuki Nakano.
• Sending and receiving contracts, application documents, investment materials, and wire transfer documents.
• Notice Regarding Retainer Fees and Refunds.
• Makoto Watanabe is coordinating with relevant parties to intervene in the refund dispute.
• Use of company emails, devices, meeting rooms, travel expenses, dining expenses, and personnel costs.
• Contacting persons concerned after the start of the investigation, coordinating the content of explanations, and transferring materials.

If this was carried out as part of the company’s official business, there would be contracts, sales, costs, approvals, and accounting entries.

If this was not part of the company’s business operations, the question arises as to why the personnel, facilities, titles, and business relationships of a publicly traded company were used.

Article 355 of the Companies Act: Directors shall comply with laws and regulations, the articles of incorporation, and resolutions of shareholders meetings, and shall faithfully perform their duties for the stock company.

If directors used company resources not for the company, but for their own or a third party's matters, remuneration, refunds, or the maintenance of credit, the Board of Directors and the Audit and Supervisory Committee must investigate.

Why the "Angel Problem" Directly Affects Last-Mile Employees

You cannot think that way just because the angel tax system is a tax matter and therefore unrelated to regular employees.

In this case, the defendant Sakuki Nakano—representative director of Last One Mile Co., Ltd., former head of the Corporate Planning Office, and certified public accountant—who frequently visited the company, along with Mr. Watanabe’s secretarial office, company officials, business partners, and introducers, have emerged as a single network of individuals.

The impact on the company is as follows.

• The possibility that investigations, inquiries, interviews, searches, and seizures could extend to the company or its employees.
• The risk that business partners and customers may suspect that the company's reputation and the individual's position were used to solicit investments.
• The possibility that company devices, email, conference rooms, expenses, and payroll were used for personal matters.
• Risk of company funds being diverted for refunds or damages.
• Neglect of investigation duties by the Board of Directors, Audit and Supervisory Committee, and Accounting Auditor.
• Timely Disclosure, Internal Control Reports, Securities Reports, and Impact on Maintaining Listing Status.
• The risk of shifting responsibility to employees who performed their duties without knowing about the problem.
• A decline in the company's reputation leading to a reduction in business, deteriorating financial performance, and job insecurity.

The sound of Makoto Watanabe and his colleagues mocking the prosecutors can be heard even outside the company.

However, employees concerned about the company’s future have received no explanation whatsoever regarding the initial fee, refunds, applications, referrals, investigations, or the Mamizuka memo.

Please deliver the explanation before the laughter.

Open questions to Makoto Watanabe, Satoshi Saito, and Defendant Tatsuki Nakano

1. How many cases related to the Angel Tax System has Satoshi Saito handled?
2. Please clarify the date of acceptance, contract details, retainer fee, contingency fee, and deposit account for each client.
3. Please specify the number of cases we have been assigned that have been submitted, for which a confirmation letter has been issued, that were rejected, that have not yet been submitted, and those for which the contract has been terminated.
4. How many cases have there been where work did not progress for an extended period despite the retainer fee having been received?
5. Please clarify the number of refund claims received from clients, the claimed amount, the actual number of refunds made, and the total refund amount.
6. Who bore the cost of the refund—Mr. Saito himself, Makoto Watanabe, defendant Shukki Nakano, Last One Mile Co., Ltd., or one of its affiliated companies?
7. Did you distribute any portion of the retainer or fees you received to Mr. Watanabe, the defendant Nakano, the person who referred the case, or individuals associated with Last One Mile, Inc.?
8. How many clients did Makoto Watanabe refer to Satoshi Saito?
9. Did Mr. Watanabe provide instructions regarding the project price, contract terms, application policy, priority of implementation, and whether refunds were permitted?
10. Please disclose the number of cases in which Mr. Watanabe intervened in refund disputes with clients, the reasons for his intervention, and the terms of the settlements.
11. What specific responsibilities did the defendant, Shukki Nakano, handle regarding the client company’s preparations, administrative procedures, application materials, investor introductions, and fund transfers?
12. Do you have records of the three-way communications, meetings, case list, and compensation list that took place before Defendant Nakano's arrest?
13. Have you introduced employees, business partners, customers, or related parties of Last One Mile Inc. as clients or investors for angel tax system projects?
14. Did you use Last One Mile Inc.'s emails, devices, office, conference rooms, secretarial office, personnel expenses, or other expenses?
15. Do you admit to the fact that prosecutors related to the angel tax system were called "angel prosecutors" and ridiculed as figures who could not understand the system?
16. If you are going to criticize the understanding of the prosecution system, can you make all your cases, retainer fees, refunds, and fee distributions public?

Open Questions to the Board of Directors and Audit & Supervisory Committee of Last1Mile Co., Ltd.

1. Does the Board of Directors and the Audit and Supervisory Committee have information that Mr. Satoshi Saito accepted a large number of angel tax system cases, resulting in issues regarding retainer fees and refunds?
2. Are you aware of the fact that Makoto Watanabe intervened in the refund dispute?
3. Have you investigated the relationships regarding case referrals, applications, remuneration, funds, and refunds among the three parties: Mr. Watanabe, Mr. Saito, and Defendant Nakano Toshiyuki?
4. Did you investigate whether company employees, business partners, customers, and affiliated companies are involved as clients, referrers, or investors?
5. Have you investigated the fact that Makoto Watanabe's secretariat was involved in scheduling, sending materials, bank transfers, issuing refunds, and handling related parties?
6. Did you investigate whether company email, devices, offices, meeting rooms, transportation expenses, dining expenses, labor costs, or other company resources were used?
7. Did the Board of Directors officially deliberate on the fact that the Mamizuka memo states "Overall Diagram of Fraud by Last One Mile Group Co., Ltd."?
8. Do you have information that multiple people related to Last One Mile Inc. are included in the plan to request arrest warrants for 40 people?
9. Have you issued a company-wide directive to preserve emails, chats, account records, contracts, case management sheets, refund records, and entry/exit logs related to this matter?
10. Did you exclude Mr. Watanabe from the selection of the investigation contractor, access to evidence, hearing of related parties, and approval of the investigation results?
11. Have you reported this matter to the accounting auditor, major shareholders, the Tokyo Stock Exchange, and the Securities and Exchange Surveillance Commission?
12. Have you considered the impact of this matter on timely disclosure, internal control reports, annual securities reports, and the qualification of directors?
13. Will you clearly state internally that you will not shift responsibility to well-meaning employees or survey cooperators and will not subject them to unfavorable treatment?

Measures Sought by the Last Mile Labor Union

1. Last Mile Inc. shall make this matter a formal agenda item for the Board of Directors and the Audit and Supervisory Committee.
2. Initiate an independent third-party investigation independent of Makoto Watanabe, Satoshi Saito, Defendant Tamaki Nakano, Mr. Watanabe's secretariat office, and other involved parties.
3. List all Angel Tax System cases, including client, contract, retainer fee, remuneration, referral fee, refund, and application result.
4. Preserve case management logs, contracts, invoices, receipts, bank records, accounting books, and tax documents.
5. Preserve all emails, LINE, Telegram, phone call, and meeting records between Mr. Watanabe, Defendant Nakano, Mr. Saito, and the introducer.
6. Investigate the scope of use of personnel, equipment, devices, conference rooms, emails, and expenses of Last One Mile Inc.
7. Regarding the retainer received from the client, identify cases where the work was not performed as contracted and issue the necessary refunds.
8. Investigate whether funds from Last One Mile Inc. or its affiliated companies were used for the refund.
9. Provide independent legal consultation and assistance in cooperating with the investigation to company affiliates allegedly included in the plan to request arrest warrants for 40 individuals.
10. Prohibit collusion among parties involved, steering of statements, relocation of materials, initialization of devices, and deletion of data.
11. Prohibit searches, intimidation, dismissal, transfer, and other retaliatory actions against union members, current employees, former employees, informants, and cooperative investigators.
12. Disclose the results of the third-party investigation to employees, shareholders, business partners, clients, and the market.
13. If fraud or private use of company resources is confirmed, demand restitution, compensation for damages, and hold the involved officers and beneficiaries accountable.

Before laughing at the "Angel Prosecutor," please produce the retainer fee ledger and the refund ledger.

If there are issues with prosecutors' questioning, institutional understanding, and information leaks, the prosecutor union will thoroughly investigate them.

However, just because the prosecution is full of problems does not mean that the retainer fees, applications, referral fees, refunds, fund distributions, and use of company resources by Makoto Watanabe, defendant Tsuyoshi Nakano, and Satoshi Saito are all appropriate.

To summarize the recent information, Mr. Saito reportedly received upfront fees for numerous angel tax system projects, some projects failed to progress, refunds were demanded, and some related parties have actually received refunds.

Mr. Watanabe intervened in that trouble.

Before Defendant Nakano's arrest, the project was being advanced at an accelerated pace among the three parties: Mr. Watanabe, Mr. Saito, and Defendant Nakano.

The Mamizuka memo does not call this merely a problem for external investors, but describes it as "the overall picture of fraud by Last One Mile Group Inc."

Even with this extent of connection to the company, if the Board of Directors and the Audit and Supervisory Committee consider themselves "unrelated to the company," please explain their decision-making process to the employees and shareholders.

Makoto Watanabe and his fellow members are said to laugh and call the cooperating prosecutors "angel prosecutors."

There is freedom to laugh at the prosecution.

However, you are not free from the obligation to explain contracts, account books, retainers, refunds, applications, and referral fees.

For the employees of Last One Mile Co., Ltd., what matters is not whether Mr. Watanabe or the prosecution wins the verbal dispute.

That our company, jobs, salaries, business partners, and families' lives are not harmed by this issue.

The Angel problem is a last-mile problem.

Before laughing at the "Angel Prosecutor," please hand over the retainer fee ledger and the refund ledger.