Twenty-eight further alleged breaches of the Companies Act 1993 by Porn Company Director Steve Crow

Media Release 22 July 2009

The Society has filed a further 28 complaints against Company Director Stephen Peter Crow with the Legal Team of the Companies Office and the Enforcement Unit. It alleges he has committed 28 breaches of the Companies Act 1993 as a director of CVC Group Ltd and sole director of Vixen Publications Ltd in his use on official company documents of the company name “Eden Digital Ltd” (Co No.2122974 – formerly Vixen TV Ltd,) which was incorporated on 23 April 2008 and first registered as “Eden Digital Ltd” following a name change on 26 March 2009.

The founding directors of Eden Digital Ltd (formerly Vixen TV Ltd) are Stephen Peter Crow of 13/3a Harrison Rd, Elleslie, Auckland, John Malcolm Carr,  a multimillionaire property developer and internet tax accountant, of 14/31 Greenlane Rd, Greenlane and Shirish Daddaram Vagal of 306 Bucklands Rd, Bucklands Bay Beach, Auckland. Vagal resigned as director of Eden Digital Ltd (formerly Vixen TV Ltd) on 31 March 2009 and it has always been 100% owned by CVC Group Ltd.

The Society has requested that the Enforcement Unit carefully examine the Share Register of CVC Co Ltd, particularly over the period when director Steve Crow made online records, and provide an explanation for the apparent discrepancies highlighted below in share records.

CVC Group Ltd (Co. No. 1738154): Current Company Directors John Malcolm Carr, Stephen Peter Crow and Shirish Daddaram Vagal.

First offence: In his Application to Incorporate CVC Group Ltd and register it with the Companies Office on 29 November 2005, Stephen Crow identified himself with “Eden Digital Ltd, PO Box 28051 Remuera, Auckland.” No such limited liability company by that name was registered until 26 March 2009.

(Crow recorded the registered address and address for service of the company as 45 Stanhope Road, Ellerslie, Auckland in the incorporation document and his own residential address as 15/3a Harrison Road, Elleslie Auckland. The latter address was also used at that time to identify fellow director Brian Coburn Jewell in his Consent of Director form dated 29 November 2005. The other two directors who signed consents on this date were: John Andrew Pin of 66 Rame Rd, Greenhithe, Auckland and Shirish Daddaram Vagal of 306 Bucklands Beach Rd, Bucklands Bay, Auckland. All four directors’ consent forms were forwarded by Crow to the Companies Office from Vixen Direct Ltd PO Box 28051 Remuera and he identifies himself with this company on each form. He does not use Eden Digital Ltd. Vixen Direct Ltd was a registered company in 2005 so no problems here. Dermott Malley of 154 Gilbertson Rd, Rd 3, Napier, was appointed director on 3 December 2005. His Consent form was submitted to the Companies Office by Steve Crow of Vixen Direct Ltd. Again no mention of Eden Digital Ltd so again no problem).

Second Offence: In his Online particulars of directors filed on 8 December 2005 relating to the appointment of Dermott Malley, Crow identifies himself with Eden Digital Ltd, Remuera, PO Box 28051 Auckland.

Third Offence: The Notice of Issue of Shares for CVC Group Ltd on 10 February 2006 was submitted by Stephen Crow Eden Digital Ltd, PO Box 28951 Remuera. This was on offence for reasons given above.

Offences 4-16: In a series of online entries from 10 February 2006 to 22 May 2006, relating to CVC Group Ltd shares and shareholding, Crow again uses the company name Eden Digital Ltd to identify himself.

Offences 17-18: In his Online Annual Returns for CVC Group Ltd for both 2006 and 2007, filed on 13 June 2006 and 14 February 3007 respectively, Crow again uses the name Eden Digital Ltd, PO Box 28051” to identify himself.

Offences 19-20: In his 2008 Annual Return filed on 12 February 2008 he commits an offence by again using the name Eden Digital Ltd to identify himself and this time gives a false address for the non-existent company – 57A Walmsley Rd, Otahuhu, Auckland. Eden Digital Ltd, first registered by that name on 26 March 2009 has never had a registered office at this address. It has always been 45 Stanhope Rd, Elleslie, Auckland. On 12 February 2008 Crow had his official residential address as 57A Walmsley Rd, Otahuhu, Auckland.

Offence 21: Crow submitted the CVC Group Ltd 2009 Annual Return on 24 March 2009 and identifies himself with Eden Digital Ltd – two days before the company name is registered.

CVC Group Ltd Shareholding Records:

The Society requests that the Enforcement Unit carefully examine the Share Register of the Company and provide an explanation for the apparent discrepancies noted below.

On 29 November 2005 when the CVC Group Ltd was incorporated, Director Stephen Peter Crow made an online application recording the total company shares as 75,999. However, in listing the share parcel breakdown below he listed HWGA Co Ltd holding 75,999 shares, Director John Andrew Pin and Brian Coburn Jewett holding 12,000 shares each, and himself holding 1 share. This is a total of 100,000 shares not only 75,999 as Crow has recorded.

Then in the next online entry Notice of Issue of Shares dated 10 February 2006 Crow records the total company shares as 960,000 which appears to be 40,000 short of the actual true number (100,000). He records that 884,001 were issued on 31 January 2006 but this does not tally with his separate online entry – Particulars of Shareholding – filed on the same day, where he gives a summary of the share parcel changes:

Two new shareholders are issued with parcels: Pirika Investments Ltd, (150,000) and Shirish Daddaram Vagal (100,000). The shareholding of HWAG Co Ltd is increased from 75,999 to 509,999 with the issue of 434,000 shares and both John Pin and Brian Jewett have their share parcels increased by 88,000 each, from 12,000 to 100,000. There is no mention of what happens to Crow’s one share.

The total of newly issued shares is 150,000 + 100,000 + 434,000 + 2 times (88,000). This equals 856,000 NOT 884,001 as entered by Crow at 10:30:18 on 10 February 2006. It would appear that 28,001 shares are unaccounted for.

Then on 28 February in an online amendment to share parcels, Crow records that each of the parcels of 100,000 shares issued to each of the directors John Pin and Brian Jewett have been increased by 20,000 each. This means 40,000 new shares were issued. This brings the total of shares issued to 100,000 + 860,000 + 40,000 = 1,000,000

Then on the same day Crow records online that HGWA Co Ltd has increased its shareholding by 75,000 from 509,999 to 584,999. This would bring the total company shares issued to 1,075,000.

Then on 27 March 2006 Crow records that his one share is removed from him and moved to HWGA Co Ltd, moving its total increased by 75,000 from 584,999 to 585,000 shares. There is also a record of Graham William Brimble being issued 25,000 shares on this date.

Currently 99% of CVC Group Ltd total shares (1,746,000) are owned by its directors and or partners and/or companies they direct or own. 40% are owned by HWGA Co Ltd, which has a sole director Steve Crow (co-director and ex-wife Gaylene Sharon Rogers resigned on 16 July 2009). Velocity Partners Ltd with sole director John Malcolm Carr of 14/31 Greenlane Rd, Remuera owns 39% and 8% owned by Electronic Publishing Ltd of which he is sole director – a total of 47% owned by Carr-directed companies. Shirish Daddaram Vagal and Gulshan Shirish Vagal of 306 Bucklands Beach Rd, Buckland Bay, Auckland, owns 10% and Leanne and Larry Osborn of Fitzroy, New Plymouth own 1%.

Vixen Publications Ltd (Co. No. 1629978) (formerly Vixen Media Ltd, Formerly Uncensored Media Ltd). Registered Office and Address for Service 45 Stanhope Road, Elleslie, Auckland.

The company was incorporated 10 May 2005 under the name Uncensored Media, underwent a name change to Vixen Media Ltd on 12 February 2007 and then became Vixen Publications Ltd on 2 July 2007. Its sole director has always been Stephen Peter Crow who provided his residential address as 15/3a Harrison Rd, Elleslie, Auckland on 10 May 2005. The Company is currently 100% owned by CVC Group Ltd of which Crow is one of its three directors. Its registered office 45 Stanhope Rd, Elleslie, Auckland.

Offence 22: The Application to Incorporate the Company was filed by Stephen Peter Crow, Eden Digital Ltd, PO Box 28051 Remuera, Auckland. No such company was registered prior to 26 March 2009. This is a breach of the Companies Act 1993.

Offences 23-24: In two documents filed on 11 April 2006 – Particulars of Shareholding – Crow again used the name Eden Digital Ltd to identify himself. In one he records that his one share had been transferred to CVC Group Ltd and in the other he records that 99 shares owned by HWGA Co Ltd have been transferred to CVC Group Ltd of which he is one of three current directors.

Offence 25: In his online 2006 Annual Return dated 11 October 2006, he again uses Eden Digital Ltd PO Box 28051 to identify himself.

Offence 26: In an online record of company name change filed on 12 February 2007, Mr Crow again uses the name Eden Digital Ltd this time giving the contact address as 45 Stanhope Road, Elleslie.

(On 12 October 2007 Crow filed an online Particulars of Director record of his change of residential address from 15/3a Harrison Rd, Elleslie, Auckland to 57A Walmsley Rd, Otahuhu, Auckland (effective 1 October 2007). There is no mention of Eden Digital Ltd on this document. Neither is there a mention of it on his 2007 or 2008 Annual Returns filed on 12 October 2007 and 14 October 2008, respectively. In the latter return he recorded his residential address as 57A Walmsley Rd, Otahuhu, Auckland).

When Vixen Publications Ltd was incorporated on 10 May 2005, HWGA Co Ltd owned 99 shares and Steve Crow 1 share. Later transfers led to CVC Group Ltd of which Crow is one of three directors, owning all the shares. On the incorporation document he gave his residential address as 15/3a Harrison Rd, Elleslie, Auckland until he notified the change to 57A Walmsley Rd, Otahuhu, effective 1 October 2007.

The latter address was used by Crow’s co-director to HWGA Co Ltd, Gaylene Sharon Rogers, when she signed a Consent of Director certificate filed on 20 April 2006 and when she resigned on 16 July 2009. In an online directors update dated 16 July 2009, Steve Crow gives his residential address as 45 Stanhope Road, Elleslie, Auckland, effective 15 August 2008. This is also the registered office address of not only Vixen Publications Ltd, but also CVC Group Ltd, HGWA Co Ltd (effective 5/08/08), and Sidefx Ltd and Eden Digital Ltd (formerly Vixen TV Ltd).

Vixen Direct Ltd (Co. No. 1738131) Struck Off 29 March 2007

Vixen Direct Ltd was incorporated on 5 December 2005 and was struck off on the Companies List on 29 March 2007. Its registered office was 45 Stanhope Road, Ellerslie, Auckland and its sole director was Stephen Peter Crow who gave his residential address as 15/3a Harrison Rd, Ellerslie, Auckland. CVC Group Ltd owned 100% of the company shares and both companies share the same registered office address. The Consent of Shareholder of proposed Company form was signed and filed by Crow acting for CVC Group Ltd. No Annual Returns were ever filed for the company by Mr Crow.

Offence 27: In his application to incorporate this company dated 5 December 2005 Stephen Crow used the company name Eden Digital Ltd, PO Box 28051 Remuera to identify himself. In his Consent of Director Application and Consent of Shareholder Application of the proposed company “Vixen Direct Ltd”, both faxed to the Companies Office at 15:09 on 4 December 2005, he identifies the person completing the form as “Stephen Crow, Postal address Vixen Direct Ltd, PO Box 28051 Remuera, Auckland.” He used the company name twice before it was even incorporated.

Offence 28 & 29: Crow signed the Consent of Shareholder document as a director on behalf of CVC Group Ltd (the shareholder: 100 shares held) and recorded that it was “Completed by Vixen Direct Limited, PO Box 28051, Remuera, Auckland”. No such company with that name existed at the time the three documents were submitted. He did the same in his Consent of Director Application.

Les Obstacles de l’Armour Ltd (formerly Vixen Direct Ltd). Co. No. 608726. (In Liquidation on 6 March 2006). Incorporated 20/12/93.

The company name Vixen Direct Ltd was registered by Crow with the Companies Office from 31 January 2001 to 29 November 2005. On the latter date its name was changed to Private Media Ltd and then on 15 February 2006 to Les Obstacles de l’Armour Ltd (prior to liquidation). After 29 November 2005 the company name “Vixen Direct Ltd” was available for anyone including Crow to use.