Stephen (Steve) Peter Crow resigned as sole director of HWGA Company Ltd on 15 May 2010, the same day his brother David Bruce Crow of Inglewood and sister Leanne Marie Osborn of Fitzroy, New Plymouth, were appointed directors. Steve Crow resigned on the day after he was banned for four years from being a company director anywhere in Australasia and was by the Ministry of Economic Development which served the banning order on him on14 May 2010. On 15 June David Bruce Crow, the new co-director of HWGA Co. Ltd, registered 50% of its shares in his name (They were previously all registered in the name of Dermott Malley, CEO of Truth Publications Ltd (In Liq) which is reported to owe lenders and creditors $622,000 (see ref. 1). The remaining 50% of company shares continue to be registered in the name of of Andrew James Steele of Mt Roskill, Auckland.
HWGA Co. Ltd, now directed by Steve’s two siblings, David and Leanne, owns 40% of ‘mother porn company’ CVC Group Ltd (directed by John Malcolm Carr), the company which owns Eden Digital Ltd – a hardcore porn company (also directed by Mr John M Carr). HWGA Co. Ltd, when it was co-directed by Steve Crow and his former wife Gaylene Sharon Rogers, acquired 50% of 435 Devon Ltd in 2008 – after a sale and purchase agreement was signed by David Crow on 25 February 2008 – on behalf of 435 Devon Ltd – to buy the New Plymouth RSA buildings on 435 Devon St for $1.9 million. This share acquisition was recorded on-line by David Crow on 30 April 2008.
David Bruce Crow, sole director of 435 Devon Ltd, appointed his brother Steve as co-director on 25 February 2008, according to Steve Crow’s signed Consent certificate registered on line on 30 April 2008. David Crow made that appointment on the same day he signed the sale and purchase agreement on behalf of his company 435 Devon Ltd, to buy the 435 Devon Street RSA building. However, Steve Crow’s failure to supply his Consent certificate to the Registrar until it was faxed through to the Registrar on 30 April (it was registered on the same day), means that the earliest valid appointment of himself as director in law, would be 20 working days prior to 30 April 2008.
Section 159 of the Companies Act 1993 states that a change in directorship (appointment and/or resignation) must be notified to the Registrar and the signed and dated Consent certificate supplied, all within 20 working days of the change(s). Failure to do so is an offence and upon conviction a fine can be imposed on the the offender.
435 Devon Ltd raised a $395,000 first mortgage with PMIT Nominees Ltd to purchase the RSA property on 21 November 2008 (settlement day) and the company entered into a legally binding confidential financial arrangement with the vendor – the New Plymouth & Districts’ Returned and Services’ Association Incorporated – which left a large amount of equity – about $1,577,000 – in the property as a second mortgage @ 6% interest (Source: NPRSA Society’s Financial Statement Year ending 30/06/09). The New Plymouth 435 Devon St RSA property was purchased entirely by money borrowed by 435 Devon Ltd.
Steve Crow has confirmed that he was appointed as director of 435 Devon Ltd on 25 February 200 but his certificate was not supplied to he Registrar until 30 April 2008. As director he would have had to have signed and dated, along with his brother and co-director David Crow, the sale and puchase agreement relating to 435 Devon Ltd.
Steve Crow only served as co-director of 435 Devon Ltd for a short period in 2008 – from 25 February until he resigned on 12 November 2008. The latter date was just days before the the settlement date of 21 November for the purchase of the 435 Devon St property.
Then on 17 December 2008 David Bruce Crow registered a transfer of 5,000 of 435 Devon Ltd’s shares, from HWGA Co. Ltd to his brother Steve Crow, who still owns the shares (50% of the 10,000 HWGA Co. Ltd shares).
Reference
Truth publisher owes $622,000
By Tamsyn Parker 4:00 AM Tuesday Nov 3, 2009
http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=10606909
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