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Former sex expo firm – Eden Digital Ltd – owes $350,000 – NZ Herald 16 June 2012

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The company that held the licence for a sex expo allegedly still owes creditors more than $350,000, according to its liquidator’s latest report.

In 2008 Auckland-based Eden Digital was given the licence to run the Erotica Lifestyle Expo – an event “targeted at adult consumers” which has been held in Auckland and some other North Island centres for more than a decade.

The event was often preceded by the Boobs on Bikes parade, which featured topless women riding on motorcycles.

But in November last year Eden Digital was placed into liquidation after its licence for the expo was cancelled by its shareholder CVC Group.

CVC is also the sole shareholder of Esprit Events, the new licence-holder for the expo.

After the cancellation, Eden Digital’s income was “decimated”, liquidator Grant Reynolds said.

According to a report Reynolds filed with the Companies Office this week, Eden Digital allegedly still owes creditors more than $350,000.

One preferential creditor had filed a claim for $171,792 and seven non-preferential unsecured creditors had filed claims totalling $183,901, the report said.

At the time of liquidation it was estimated the company owed $434,000.

A list of creditors when the company was first liquidated included Inland Revenue, ACC, ASB Showgrounds and Marquis Condoms.

According to Reynolds, Eden Digital was sold to a related party shortly before he was appointed and he is investigating this sale, as well as any possible voidable preferences.

A voidable preference is a payment of debt made before liquidation which a liquidator can apply to call back on the grounds it unfairly privileged some creditors over others.

Reynolds is also investigating any possible Companies Act breaches.

Pornography industry heavyweight Steve Crow is a former director of Eden Digital, according to Companies Office records. In 2010, Crow was banned from acting as a director for four years after the collapse of companies linked to him.

Source. Story by Hamish Fletcher. 16 June 2012

See: http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=10813330

Eden Digital Ltd – update on liquidation and Erotica Lifestyles Expo licence transfer

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Update on Inquiry into Funding of NZ Porn Industry: On 13th June 2012 the second Liquidator’s Report on Eden Digital Limited (In Liq) was issued (It was put into liquidation on 22/11/11 and was directed by American businessman John M Carr CPA from 23/04/08 to 13/09/11). [ Photo of John M Carr http://www.carr.co.nz/images/jmc.jpg ]

The Report revealed that one preferential creditor – (the IRD) has filed a claim in liquidation for $171,792 [for unpaid GST & PAYE].  Based on the first (earlier) Liquidation Report, the company’s employees, who constitute another class of preferential creditors, are owed $20,000 in wages. The latest report shows that seven non-preferential (unsecured) creditors, have filed claims in liquidation for $183,901. This brings the total owed by Eden Digital Ltd to these creditors, to $355,693. An additional several thousands of dollars will probably be claimed by Grant Bruce Reynolds, the Liquidator, of Reynolds & Associates Ltd, (Insolvency Practitioners), for his fees and expenses, and these costs must be paid in advance of all other payments to preferential creditors.

It is unlikely that any of the unsecured creditors will receive anything after all the secured creditors are finally paid out. The latter include the shareholder CVC Group Ltd, directed by John M Carr CPA and holder of all 150,000 company shares in Eden Digital Ltd; Vision Rentals Ltd, Solutions Group Receivables, Konica Minolta Business Solutions and Harper Collins Publishers.

Eden Digital Ltd, which was incorporated on 23rd April 2008, held the licence for Erotica Lifestyles Expo until 16 September 2011 (as reported in the Waikato Times) – the day John M Carr CPA resigned as director of Eden Digital Ltd and appointed Raymond Sydney Corben Simpson of Mt Eden, Auckland, as its sole director. On that same day the Expo licence owner, CVC Group Ltd, directed by John M Carr, withdrew the licence from the licencee Eden Digital Ltd, also directed by John M Carr. (CVC Group Ltd owns Eden Digital Ltd and both have John M Carr as sole director).

Although Eden Digital Ltd was technically put into liquidation on “by special resolution of the shareholders”, under ‘the watch’ of Mr Raymond Simpson on 22nd November 2011; this action was necessitated as a result of a financial collapse that occurred under the sole ‘watch’/directorship of John M Carr.

It would appear that Eden Digital Ltd must have been trading whilst insolvent and had not been paying tax for many months – prior to Mr Simpson being appointed as director – a state of affairs that occurred under the directorship of John M Carr – [ Note again!: he was director from 23 April 2008  to 16 September 2011. More importantly he was sole director from 15 May 2010 to 13 September 2010].

Having abandoned the directorship of Eden Digital Ltd on 16 September 2011, Mr John M Carr’s next move was to incorporate the company Esprit Events Ltd, of which he is sole director, a company also owned by CVC Group Ltd. Esprit Events Ltd purchased the Erotica Lifestyles Expo licence from CVC Group Ltd, a company of which he (Carr) is also sole director. CVC Group Ltd wholly owns both Eden Digital Ltd and Esprit Events Ltd.

Eden Digital Ltd was the licensee of Erotica Expo Expo and the transfer of the licence to a related party, Esprit Events Ltd, could hardly be seen as a significant or complex financial transaction. Director John M Carr merely obtained the licence from himself and then gave it to back himself, then returned it to himself, to put it crudely. Such a ‘transaction’ did not require a large contingent of lawyers from Checketts McKay Law firm in Cromwell or a consignment of Adult Services handmaidens to effect the ‘complex’ financial ownership transmutation. It was not exactly the ‘sale of the century’.

Having now obtained the financial records of Eden Digital Ltd, Grant Bruce Reynolds, the Liquidator, has indicated that he will be focusing his investigation into Mr John M Carr’s activities as director: specifically on “any potential breaches under the Companies Act,” and on any possible voidable preferences”. He will also be “Reviewing the sale of the business [Erotica Lifestyles Expo/Eden Digital Ltd] to a related party [Esprit Events Ltd] pre liquidation including obtaining advice on the validity of the sale and whether or not adequate consideration was given by the Purchaser for the business.”

Among the 22 unsecured creditors of Eden Digital Ltd listed in the First Liquidation Report filed on 23 November 2011, are PJ Digital Ltd and the US-registered corporation Better Business Services, Inc.  [see note below] both owned and directed by John M Carr; NZX Media Ltd and Ezisoft Computer Systems Ltd, both directed by David Bruce Crow; ASB Showgrounds which has provided the venue for a number of successive Erotica Lifestyle Expos; IRD (penalties and interest for unpaid tax), and ACC (unpaid ACC levies).

Note: Better Business Services, Inc., also referred to as BBS Inc, was incorporated in San Antonio, Texas, on November 11th, 1983, and was authorised under Texas Charter number 67876000 to carry out defined business activities in Texas, including those carried out in a certified public accountancy practice (tax returns, bookkeeping, payroll etc). John M Carr CPA is director, president and registered agent of Better Business Services, Inc. an unsecured creditor of the NZ-registered company Eden Digital Ltd (In Liq). On 6th September 1984 under charter number P03291 BBS, Inc. was authorised to do similar business in Florida.

References:

Expo claim ‘bollocks’  By Daniel Adams. 29 November 2011

http://www.stuff.co.nz/waikato-times/news/6053216/Expo-claim-bollocks

Companies Office website: www.companies.govt.nz

Porn Kingdom asset sale to be questioned. National Business Review. 8 July 2009. By Lucy Craymer.

http://www.nbr.co.nz/article/porn-kingdom-asset-sale-be-questioned-105061

Eden Digital Ltd, former holder of Erotica Lifestyles Expo license: – in liquidation

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Eden Digital Ltd, a company that sold and distributed hardcore pornography in New Zealand for over three years and until recently was directed by US investor John Malcolm Carr CPA, was placed into liquidation yesterday, 22 November 2011, under s. 241(2)(a) of the Companies Act 1993.

See: US-based critic of economy [John M Carr CPA: (see photo http://www.carr.co.nz/images/jmc.jpg ) has lots more to say

http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=154653

The majority of the estimated total deficit of Eden Digital Ltd (Co. No. 2122974), $434,000, is owed to the NZ Inland Revenue Department: $147,000 in GST/PAYE (IRD is a preferential creditor) and  $148,000 owed to IRD (unsecured creditor). A total of $295,000 is therefore owed to IRD.

In addition, trade creditors (unsecured) are owed $119,000 and $20,000 is owed in wages/entitlements to the companyy’s former employees. (see Liquidator’s first report published today on the Companies Office website (www.companies.govt.nz).

The report records the reasons provided by the director Mr John M Carr CPA for Eden Digital being put into into liquidation and they include:

(1) the company was in default with its financiers and demand was made on the company due to that default, (2) the company has been supported financially by related entities [all directed by John M Carr CPA] and recently their financial support was withdrawn (3) the business was recently sold and such proceeds were applied to the security holders including CVC Group Ltd directed by John M Carr CPA (see below) (4) with no remaining assets the company was unable to trade and as a result its only shareholder [CVC Group Ltd, directed by John M Carr CPA] had no option but to place the company into receivership, (5) Eden Digital Ltd that held the licence for Erotica Lifestyles Expo, cancelled the license which meant that this aspect of its business could not continue.

The Waikato Times reported on 18 November 2011 that the Hamilton City Council “had been approached by Eden Digital Media [sic] to book Claudelands [event venue] for the [Erotica Lifestyles] expo in March [2012]“.

Fortunately for the Council, its councillors voted yesterday against allowing this hardcore porn fest using council facilities, given the fact that Eden Digital Ltd was probably insolvent throughout much of the period of time that its officers entered into negotiations with the Hamilton City Council. The Liquidator will be examining such matters to determine whether or not the company director John M Carr may have committed offences under the Companies Act 1993 (eg. trading whie insolvent)..

The majority of councillors (9 to 1) took the view that it was “inappropriate” to use the Claudelands venue for the staging of porn related activities as proposed by David Bruce Crow. They voted against the Arena being used for this proposed event.

David Bruce Crow, has been reported as acting as “spokesperson” for Esprit Events Ltd (Co. No. 3648912), another company directed by John M Carr and only recently incorporated on 10 November 2011. David Crow made an approach to the Hamilton City Council seeking the use of the Claudelands event venue for the sexpo, but without success. Concerned over the moral welfare of the community, councillors voted against the proposed use of the events venue to stage and promote porn 9 to 1.

Secured creditors of Eden Digital Ltd include its shareholder, CVC Group Ltd, directed by John M Carr, Vision rentals Ltd, Solutions Group Receivables, Konica Minolta Business Solutions and Harper Collins Publishers.

Unsecured creditors include Inland Revenue; Ezisoft Computer Systems Ltd directed by David Bruce Crow and owned by his wife Carolyn Rose Crow; NZX Media Ltd, co-directed by David Bruce Crow; PJ Digital Ltd, owned and directed by John Malcolm Carr; Florida US -based Better Business Services, Inc., owned and directed by John Malcolm Carr; and the ASB Showgrounds, Epsom, Auckland – the former longtime venue for Erotica Lifestyles Expo.

All unsecured creditors are unlikely to receive anything according to the Liquidator, Grant Bruce Reynolds of Reynolds & Associates Ltd, Insolvency Practitioners of Penrose,  Auckland.

Update: Liquidatation Notice – NZ Herald Thursday 24 November 2011. The failed company was put into liquidation pursuant to section 241(2)(a) of the Companies Act 1993.

Reference

The Bob Dey Property Report (the week to 27 November 2011)

Voluntary liquidation: Steve Crow-related Eden Digital sells business, closes

http://www.propbd.co.nz/afa.asp?idWebPage=8338&idBobDeyProperty_Articles=17011&SID=1061986009

Company: Eden Digital Ltd
Directors: Raymond Simpson, Mt Eden
Liquidation: 22 November
Solvent: No
Liquidators: Grant Reynolds (Reynolds & Associates Ltd)
Other details: The company held the licence for the Erotica Lifestyle Expo, but the licence was cancelled because of defaults. The business was recently sold. Mr Simpson is a director of Bodyrock Promotions (NZ) Ltd (removed from register 2004) & Digital Matrix Ltd (removed from register 2004). Former directors are Steve Crow, Ellerslie, & John Carr, now of Cromwell. Mr Crow – best known for running the Boobs on Bikes parade down Queen St – put Malibu Media Limited (ex-Erotica Expo Ltd) & Z4K74D Ltd (ex-Vixen Direct Ltd) into liquidation in 2009. He told the liquidators wholesale adult products company Vixen Direct was hit by piracy & parallel importing over the past 2 years, while attendances for the last 2 Erotica expos in Christchurch & Wellington were down by 50%, hitting sales. Mr Crow’s Eden Media Ltd was wound up on 21 May, Brass Magazine Ltd in August 2008, Les Obstacles de l’Amour Ltd 2006. Mr Crow is a director of CVC Group Ltd, HWGA Co Ltd, Sidefx Ltd & Vixen Publications Ltd.

Steve Crow Stripped of Erotica Expo Venue

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PORN KING STEVE CROW told to look elswhere for Erotica Expo site – [marketing hardcore pornography] – Manukau Courier

First Steve Crow had to can his Rugby World Cup Boobs on Bikes Parade because no one wanted it, now the porn king is being stripped of the venue for his Erotica Lifestyles Expo.

After 12 years, Auckland’s ASB Showground will no longer play host the adult entertainment expo after a contract between the two parties ended.

“Their contract expired and we’re not renewing it. The show had seen better days and had dropped off in popularity,” ASB Showground’s chief executive Mark Frankham said.

Speaking at the Auckland Council’s culture arts and events forum on Tuesday, Auckland Agricultural, Pastoral and Industrial Shows Board chairman Dave Scott said the board, which owns the showground, had been trying for a long time to show Crow the door.

“It’s taken us several years to move him out legally and we’ve forgone a bit of income to do that,” he said. [Read more…]

Carr Consulting P.A. and offences against NZ Companies Act 1993

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Commerce Minister Simon Power should discuss with officials the registration of companies with overseas directors such as John M Carr, after the recent flare up of controversy over New Zealand hardcore porn companies John Carr co- directs with “NZ Porn King” Steve Crow – which are all linked to a Florida registered professional association (P.A.) shareholder Carr Consulting P.A. Investigators should be looking at flaws in the New Zealand companies registration system that allowed a Texas-based NZ company director, John Malcolm Carr (see photo – http://www.carr.co.nz/images/jmc.jpg), with US and NZ citizenship, to falsely represent the shareholding of four NZ companies he directs (including Velocity Partners Ltd) and get away with it, using a false corporation name “Cuchara Inc” from 14 March 2000 until 16 December 2009.

[Read more…]