The following concerns have been raised by the Society with the National Enforcement Unit concerning CVC Group Ltd (Co. No.1738154) directed by Stephen Peter Crow (Steve Crow – aka “Mr Porn King” or “Mr Porn NZ”), “multi-millionaire property developer and tax accountant” John Malcolm Carr CPA of 14/31 Greenlane Rd East, Auckland City and Shirish Dattaram Vagal of 306 Bucklands Beach Rd, Bucklands Beach, Auckland (Society Report dated 10/08/09).
CVC Group Ltd has its registered office at 45 Stanhope Rd, Ellerslie, Auckland, the same address given by Steve Crow as his residential address – “effective” from 15 August 2008 – in his on-line Particulars of Directors registered on 16 July 2009 for HWGA Co. Ltd (Co. No. 661946). 45 Stanhope Rd is actually in Mt Wellington, Auckland.
Crow has failed to update his residential address for CVC Group Ltd and his last on-line entry on 23 March 2009 still shows his residential address incorrectly as 15/3A Harrison Rd, Ellerslie, Auckland, seven months after he says he made the move as of 15 August 2008 – from 57A Walmsley Rd, Otahuhu to 45 Stanhope Rd, Ellerslie. The failure of the CVC Group directors to update such a change within 20 working days is a breach of section 159 of the Companies Act 1993. It is now almost a year since Crow moved to reside at “45 Stanhope Rd, Elleslie” and still no address update.
John Malcolm Carr’s close business link with Steve Crow is clear by the fact that they co-direct Eden Digital Ltd (Co. No. 2122974) – a pivotal company in Crow’s hardcore pornography business. Mr Carr would appear to have a significant financial stake in Eden Digital Ltd which is 100% owned by CVC Group Ltd of which he is a director.
See: US-based critic of economy [John M Carr CPA] has lots more to say
http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=154653
According to Crow’s recent comments to media, Eden Digital Ltd acquired much of the hard-core porn stock from his two recently liquidated companies – Vixen Direct Ltd and Erotica Expo Ltd. It will also “take over the operations of Vixen Direct, dvd distribution, the NZX publishing arm and manage erotica show” (NZ Truth 11/06/09).
The failure of Crow and fellow director John Carr to update Crow’s residential address from 57A Walmsley Rd, Otahuhu, to 45 Stanhope Rd, Ellerslie on the Companies website for Eden Digital Ltd since 23 March 2008 when the company was incorporated, is another testimony to their sloppy house-keeping to say the least. In reality, it is in breach of s. 159 of the Companies Act 1993. The address is still incorrectly recorded as 57A Walmsley Rd, Otahuhu, Auckland as of Crow’s last on-line entry on 1 April 2009 when he registered the 2009 Annual Return for Eden Digital Ltd. He was definitely not residing there on 1 April 2009 and according to information he registered (see above HWGA Co Ltd details) he had moved to 45 Stanhope Rd, Elleslie “effective 15 August 2008”.
Shareholders
40% of CVC Group Ltd shares are owned by HWGA Co. Ltd (Co. No. 661946) that at present it only has one registered director – Steve Crow (his ex-wife Gaylene Rogers resigned on 16 July 2009). Dermott Malley of 154 Gilbertson Rd, Napier, who is CEO of Truth Publications Ltd NZ, and Andrew James Steele of 12a Parua St, Mt Roskill, each hold 50% of HWGA shares (one each).
39% of CVC Group Ltd shares are held by a company that John Malcolm Carr directs called Velocity Partners Ltd (Co. No. 1044239) that has 100% of its shares held by “Cuchara Inc” located at Unit 13, 33-36 Apollo Drive, Mairangi Bay, Auckland. Whatever this ‘entity is, according to the Companies Office, it is not a “person”, nor is it a registered company of trust in New Zealand, and never has been. Trusts cannot hold shares. However, they can be held be named trustees and trustee’s residential address(es) must be registered with the Companies Office. No trustees are named for Cuchara.
The Society contends that Mr John Malcolm Carr has committed offences against the Companies Act 1993 by entering the name “Cuchara Inc” with reference to share holdings – an entity that would appear not to be eligible to hold shares. It is not a subsidiary of the parent company. It is not listed in the Hoovers Company Directory by Geography, Standard & Poors (2007), Compass Worldwide Online Data Base, or listed among United States companies on www.manta.com
8% of CVC Group Ltd shares are held by Electronic Publishing Ltd (Co. No. 1009757), another company directed by Mr John Malcolm Carr. The latter was incorporated on 12 January 2000 and its registered Office is the same as that of the mystery ‘entity’ “Cucharan Inc” – that is, Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. Mr Carr was appointed director of Electronic Publishing Ltd on 12 January 2000 and it is 100% owned by Cherokee Holdings Ltd (formerly Goods & Services Consultants Ltd. Co. No. 463423 – incorporated 19 March 1990). The latter company is also directed by John Carr and it too has its registered office at Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. Cherokee Holdings owns Payroll Solution Services Ltd (Co. No. 1382579) which is also directed by John Carr and also has its offices at the Apollo Drive address.
Cherokee Holdings Ltd and “Care of Alan McKay”
According to the Cherokee Holding Ltd 2009 Annual Return registered on 23 April 2009 by Mr Carr, all its 100 company shares are held by “Care of Allan McKay” Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. The Company’s Annual Returns from 2006 to 2008 show the same “care” of shares (?) ‘arrangement’ involving “Alan McKay”. The Society contends that this entry by Mr Carr, like that involving “Cuchara Inc” (see above), does not conform to and is in breach of s. 159 of the Companies Act 1993.
Company directors are required by law to record the names of all the persons holding shares in the company they direct, together with their correct and actual residential address(es); whether they actually have a beneficiary interest in the shares or not. The shares can be held by a registered company in which case the registered company’s name and office address must be provided to the Companies Office. If the shares are held by person(s) on behalf of a charitable trust, the trustees holding the shares must be named and their residential addresses provided.
Cherokee Holdings and “Care of Lee Salmon Long”
On 21 September 2005 all 100 Cherokee Holdings Ltd shares were recorded as having been transferred from “Care of Lee Salmon Long” (Level 31 Vero Centre, 48 Shortland St, Auckland) to “Care of Alan McKay”. Lee Salmon Long (Barristers and Solicitors) is located at this Shortland Street address, but it was a breach of the Companies Act for company director John Carr to fail to name the holder of the shares and their residential address(es). A law firm itself cannot hold shares. It was in breach of the Companies Act for Mr Carr to record the share holding in this way.
The Cherokee Holdings Annual Return 2005 records director John Malcolm Carr as residing at 11107 Wurzbach, Suite 405 San Antonio Texas 78230, USA. On 26 September 2005 his residential address for Cherokee Holdings was changed to “14/31 Greenlane Rd, Remuera, Auckland”. Before that on 7 June 2004 all of the Cherokee Holdings Ltd shares (100) were recorded as having been transferred to “Care of Lee Salmon Long Level 31 Vero Centre, 48 Shortland Street, Auckland, from The New Zealand Guardian Trust Co Ltd (Co. No. 115240 Level 7, Vero Centre, 48 Shortland Street, Auckland).” This share-transaction recorded by John Carr would appear to be at odds with the law. Shares must be transferred to legal person(s), a charitable trust with identified trustees or a registered company identified by its official name and registered office address.
More of Cuchara Inc.
The details Mr John Malcolm Carr has failed to provide to the Companies Office with respect to his company Velocity Partners Ltd (Co. No. 1044239 incorporated 26 June 2000) constitutes an offence against the Companies Act 1993. The 2009 Annual Return registered on 15 May 2009 states that the company is 100% owned by Cuchara Inc, Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. On 20 September 2005 the Company registered the transfer of all its 100 shares from Cuchara Inc 1107 Wurzbach #405, San Antonio Tx 78230 to Cuchara Inc Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland.
No record was registered by Mr Carr with the Companies Office as required by law, as to who actually held these newly acquired shares in the New Zealand based ‘entity’. If Cuchara Inc – a registered company in USA – had set up a subsidiary company in New Zealand and it had been registered with the New Zealand Companies Office, then it would be lawful for it to hold shares in Velocity Partners Inc. However, this does not appear to be the case.
The Society contends that this share-transaction recorded by John Malcolm Carr was in breach of the Companies Act 1993. Shares must be transferred to legal person(s), a charitable trust with identified trustees or a registered company identified by its official name and registered office address.
On the 2005 Annual Return registered 11 June, 2005, John Malcolm Carr entered his residential address as director as 1107 Wurzbach #405, San Antonio Tx 78230 and the registered company office address as 14/31 Greenlane Road East, Remuera, Auckland. He entered the shareholder as “Cuchara Inc 1107 Wurzbach #405, San Antonio Tx 78230.” This same shareholding arrangement and director details is recorded in Annual Returns 2001 to 2004 (registered on 28/06/01; 6/08/02; 27/05/03 and 7/06/04). No problems here.
On 26 September 2005 when John Carr records that his residential address moved from San Antonio to Greenlane Rd, Remuera, the shareholder “Cuchara Inc” listed remained the same and only the registered address was changed from the Texas one to the Mairangi Bay, New Zealand one. However, as noted above, shares cannot be transferred to an entity in New Zealand that is not registered in New Zealand.
Unit 14/31 Greenlane Rd East, Auckland and Mr Alan Bevan McKay
Unit 14/31 Greenlane East, Auckland – the address director John Malcolm Carr has used as his residential address since 26 September 2005 – is an Accessory Unit to Unit 11 on a section close to the leafy corner of Greenlane East and Lochiel Road, Remuera (DP 127907). The owners of the property are Checketts McKay Trustees Limited (Co. No. 1147392) and one of the five 20% shareholders of the company that owns Mr Carr’s residential home is Mr Alan Bevin McKay whose residential address is State Highway 6, Cromwell, according to the 2009 Annual Return of the company.
Mr Alan Bevan McKay does not reside at Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland, as Mr John Malcolm Carr has informed the Companies Office in his Annual Returns from 2005 to 2009 for Cherokee Holdings Ltd. Mr Alan Bevan McKay has been a company director of Checketts McKay Trustees Limited since 17 July 2001 and his residential address has remained State Highway 6, Cromwell since 11 July 2001 when he signed and registered his Consent and Certificate of Director for Checketts McKay with the Companies Office. He is a resident partner in the Cromwell Office of Checketts McKay. (His colleague James Murphy of Checketts McKay (Alexander) has been involved in on-line updates to the company website relating to CVC Group Ltd shares).
The Society alleges that Mr John Malcolm Carr has entered information in Annual Returns and other documents relating to his companies as outlined above that constitute breaches of the Companies Act 1993. If Mr Alan Bevin McKay is a trustee of all the shares of Cherokee Holdings then why has his correct residential address never been provided to the Companies Office by Mr Carr? The relationship between Velocity Partners Ltd and the mystery shareholder “Cuchara Inc” domiciled at residential address “Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland” will be of interest to the Companies Office as will the share transactions made by Mr John Malcolm Carr to entities which are not entitled to hold shares.
More links with Cuchara Inc
John M Carr is the sole director of the company PJ Digital Limited (Co. No. 1141073) that was incorporated on 28 May 2001. All its 100 shares are held by “Cuchara Inc” with a registered address at 14/31 Greenlane East, Remuera, Auckland in the Annual Return registered on 15 May 2009. In Annual Returns for 2006 to 2008 (returns filed: 29/06/006; 1/08/07; 26/05/08), Mr Carr recorded “Cuchara Inc” at the same Remuera address – his residential address. In his 2004 Annual Return “Cuchara Inc” was recorded as at 11107 Wurzbach #405, San Antonio, Texas 78230, USA the same one he gave as his residential address in his Consent and Certificate of Director registered on 28 May 2001. “Cuchara Inc” is registered as the shareholder of PJ Digital Limited in the Consent of Shareholders registered by Mr Carr on 28 May 2001 and its address is the same as his residential one in San Antonio.
It is truly remarkable that Mr John Malcolm Carr would register “Cuchara Inc” – the sole shareholder of both PJ Digital Ltd and Velocity Partners Ltd – as resident at two different addresses at the same time! In his four Annual Returns 2006 to 2009 for PJ Digital Ltd (filed on 29/06/06; 1/08/07; 26/05/08; 15/05/09) Mr Carr registered this company’s shareholder “Cuchara Inc” at the address 14/31 Greenlane East, Remuera, Auckland. Over the same period he registered “Cuchara Inc” as the shareholder of Velocity Partners Inc. locating the shareholder at a different address – Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland. The Society contends that this is a serious breach of the Companies Act 1993.
On 27 September 2005 Mr Carr registered the transfer of all Velocity Partners Ltd shares from “Cuchara Inc” (San Antonio) to “Cuchara Inc” (Apollo Drive, Mairangi Bay). The latter Mairangi Bay address has been used by Mr Carr for Cuchara Inc in all Annual Returns since the transfer of these shares. The Company address for Velocity Partners Ltd became 14/31 Greenlane Road, Remuera effective on 14 June 2004.
Mr Carr records that his residential address changed to this same Remuera one (above) on 26 June 2006 and yet his entry under his company Velocity Partners states it became effective 26 September 2005. And for another company he directs – Kinetiq Ltd (Co. No. 475550) – his co director Darryn Oakley Ball registers Mr Carr’s change of residential address from Symonds Street to 14/31 Greenlane Road East as effective 29 April 2005 (ref. supplied). For his company Cornish Point Development Ltd (Co. No. 841571) Carr’s residential address became 14/31 Greenland Road effective 20 July 2005.
On 26 June 2006 Mr Carr registered the transfer of all of PJ Digital Ltd shares (100) from “Cuchara Inc” (Wurzbach) to “Cuchara Inc” (Greenlane). The latter Remuera address has been used by Mr Carr in all Annual Returns since this transfer. The Company address for PJ Digital Ltd, like Velocity Partners Ltd, became 14/31 Greenlane, Remuera, effective 14 June 2004.
Cheyenne Insurance Co (NZ) Ltd Co No. 478505
In his 2005 Annual Return for Cheyenne Insurance Co Ltd, registered on 11 June 2005, Director John M Carr gives his residential address as 14/31 Greenlane Rd, Remuera, but in his entry on his personal shareholding he gives his residential address as Suite 405, 1107 Wurzbach 306, San Antonio, Texas USA. This is a breach of the Companies Act 1993. A director, whether or not he holds shares, can only enter one residential address on an Annual Return. Then on 20 September 2005 in a Particulars of Shareholding online record Mr Carr states that his own shareholding is changed from the Remuera address to 33-36 Apollo Drive, Mairangi Bay Auckland. This is an offence under the Act because a director is required to record the residential address of all shareholders. Mr Carr has never had a residential address at Mairangi Bay.
Directors Stephen Peter Crow and John Malcolm Carr and 45 Stanhope Rd, Ellerslie, Auckland
Both Crow and Carr are directors of Eden Digital Ltd and CVC Group Ltd. The former, according to Steve Crow’s entry on the companies website, has its current registered office, address for service, share register and all its records at 45 Stanhope Rd, Ellerslie, Auckland. These same details are found on the application of incorporation for this company registered on 23 April 2008. CVC Group Ltd has an identical Registered Office and address for service. So does HWGA Co Ltd of which Crow is the sole director. So does Vixen Publications Ltd and Sidefx Ltd, both directed by Crow.
Over the last year Steve Crow records his residential address at three different locations for these companies: 15/3a Harrison Rd, Ellerslie; 57A Walmsley Rd, Otahuhu and the most recently for HWGA Co Ltd 45 Stanhope Rd, Ellerslie, Auckland “effective 15 August 2008”. The Society contends that none of them are correct residential addresses and that Steve Crow has created a number of false entries and failed to update others, for which he and his company director John Carr should be held responsible.
References:
www.companies.govt.nz
www.qv.co.nz
www.manta.com
http://www.cmlaw.co.nz/index.cfm/Firm http://www.cmlaw.co.nz/index.cfm/people/alan_mckay.html
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