FORMAL COMPLAINT TO REGISTRAR OF COMPANIES & MINISTER OF COMMERCE:
Re Company Director John Malcolm Carr
Photo 1: http://www.carr.co.nz/images/jmc.jpg
Photo 2: http://www.bankler.com/AboutUs/JohnMCarr/tabid/130/Default.aspx
Photo 3: https://www.linkedin.com/in/johnmalcolmcarr
COPY OF CORRESPONDENCE
Society for Promotion of Community Standards Inc.
Attention: Mr Neville Harris, Registrar of Companies
Ministry of Economic Development
Private Bag 92061
Victoria Street West
c.c. Mr Peter Weir, Legal Team, Companies Office, Commerce Minister Hon. Simon Power, Ms Annelies McClure, Manager Overseas Investment Office, LINZ and other interested parties
19 January 2010
IntroductionAuckland company director could face five years’ jail for supplying false information to the Companies Office, according to Roger Wallis, a partner in law firm Chapman Tripp, as reported in the Dominion Post (13/01/10 P. A5). Rules need to be enforced he said. Mr Wallis identified an Auckland company SP Trading Ltd that he said had clearly breached Section 377 of the Companies Act prohibiting the making of false statements by both the director and the person incorporating the company. The Dominion Post (15/01/10, P. A2) reports that New Zealand police now know the identity of the European “client” that incorporated SP Trading Ltd and which is now linked to an attempt to fly North Korean arms to Iran using a chartered plane.Mr Wallis, as quoted in the Dominion Post, highlighted the fact that a company director who gives an office address as his residential address commits an offence, when in other documents relating to other company records, an Auckland apartment [or some other dwelling] is recorded at the same time as his residential address.
“This is a serious criminal offence, making a person convicted liable to imprisonment for a term not exceeding five years or a fine not exceeding $200,000,” Mr Wallis said.
He said one can expect that the Registrar of Companies, Mr Neville Harris, will look carefully into the specifics of this alleged offending by SP Trading Ltd which has had extensive international news coverage – due to disclosures of the company’s links to the transportation of North Korean weapons to Iran.
The Society contends that Mr John Malcolm Carr, a US and New Zealand citizen, incorporated five companies during 2000-2001 setting himself up as sole company director of each one, and in doing so, knowingly supplied false information to the Companies Office on each of the Consent of Shareholder Certificates he submitted, thereby committing multiple criminal offences under s. 377 of the Companies Act 1993. Each of the certificates were signed by John M Carr, director and sole shareholder of Cheyenne Insurance Company (NZ) Ltd (Co. No. 478505 incorporated 26/07/90), P.O. Box 28684 Remuera, Auckland 1135. Mr John M Carr continues to use this P.O. Box for personal and business communications. (N.B. No one in our Society knows Mr Carr or has ever contacted him or met him)
As company director John M Carr was responsible for the regular supply of false information via online Annual Returns to the Companies Office relating to the purported sole shareholder of each of these five companies – “Cuchara Inc” – offences committed over a period of almost ten years (See details below).
The Society had expected a thorough investigation be carried out in relation to a host of formal complaints it raised with the Legal team of the Companies Office and the National Enforcement Unit (NEU) relating to Director John M Carr between July and November 2009. We understand that the NEU worked with the Legal Team to investigate the allegations made by the Society. We contend that the important concerns raised have not been satisfactorily addressed.
The Society’s findings were laid bare at a 75 minute meeting with the former Manager of the NEU, Shane Keohane, and his operations manager, Phil Day, held at the Ministry of Economic Development in Wellington, to which the Society was invited on 4 November 2009. Mr Keohane conceded that the Society had established a strong prima facie case against John M Carr that warranted detailed analysis by a “top corporate lawyer” who he said he would put onto the case and deal with and resolve our complaints “within a week”. He promised that we would hear from him “within a week”. Neither promise was fulfilled. We rang him. His response came in a letter dated 23 November (enclosed) but it only informed us of what matters he had raised with Mr Carr in a separate letter sent to him that day.
The Society has been informed by the Companies Office that Mr Carr has failed to respond to, or even acknowledge, any of the enquiries raised with him by the NEU in correspondence sent to all his known addresses. The first letters were sent on 6 August 2009 and every month thereafter. The most recent letter dated 23 December 2009 sent to Mr Carr by Mr Keohane has not been answered.
Examples of Alleged Criminal Offences Committed by Mr John M Carr, in relation to four companies he currently directs and one he used to direct before it was struck off the Register.
Velocity Partners Ltd (Co. No. 1044239 Incorporated 26/06/00).
First Virtual Deposit & Nominee Co. Ltd (Co. No. 1047249 Incorporated 6/07/00),
P.J. Digital Ltd (Co. No. 1141073 Inc. 28/05/01).
Shelf Company No 10 Ltd (Co. No. 1021620 Incorporated 14/03/00.
Cromwell 24 Hr Challenge Ltd (Co. No. 1045190 Inc. 28/06/00 Struck Off 13/09).
For each of these New Zealand registered companies, Mr John M Carr committed an offence at the time he signed himself as shareholder agent of “Cuchara Inc” on the submitted Consent of Shareholder Certificate – thereby entering a false corporation name as the legal shareholder of each of these five NZ companies he directed. He was party to the dissemination and publication of these falsehoods via his company Annual Returns and this continued up until two days after the Society published details on these criminal offences on its website on 14 December 2009.
The Society documented (see: www.spcs.org.nz) how Mr Carr had been instrumental in changing the name of the Florida For Profit Corporation – Cuchara Inc – to CARR CONSULTING P.A. on 15 February 1999. It was he who submitted the Articles of Amendment and application fee ($35) for the name change to the Department of State (Florida) on 29 January 1999 signing himself as “Chairman” of Cuchara Inc. That name change became effective on 15 February 1999. (See documentation supplied). He has now conceded that this is a fact, through his lawyer, Alan Bevin McKay, following the Society’s public disclosures of his offences (pers. comm. with SPCS). Two days after the Society published its newsletter on line Mr Carr personally corrected all the four shareholding listings, replacing the shareholder “Cuchara Inc” with CARR CONSULTING P.A. on 16 December 2009. Up until that point he had failed to acknowledge or respond to communications sent to him by the Companies Office over these false entries. He still has not responded or provided any explanation for his offences.
Documentation Obtained from Secretary of State of Florida (copies enclosed: 1999-2009)
The 1999 Uniform Business Report (UBR) John M Carr submitted as signing officer (signed 14/04/99), filed on April 30, 1999 at 8.00 am with the Secretary of State of Florida, names the corporation as CUCHARA Inc (Document #V24055) and records that it was incorporated on 23/03/92 as a Florida Profit Corporation.
The registered agent at the time of filing (11/04/99) was Jean Tuel, 822 SE 9th St, Suite 350, Deerfield Beach FL 33441. The only other officer named on the UBR is the Director, S Lupp 11107 Wurzbach #306, San Antonio TX 78230.
The 2000 UBR Mr John M Carr submitted as signing officer (signed 2/01/00) that was filed on April 11, 2000 at 8.00 am with the Secretary of State, correctly names the corporation as CARR CONSULTING P.A. (Document V24055). However, this name had been its legal name from 15 February 1999 onwards. On this form Mr John M Carr is not recorded as being an officer or director of CARR CONSULTING P.A. The professional association was named after him and yet he held no office in the corporation at the time.
The 2001 UBR filed on 30 May 2001, is exactly the same as that of 2000. Jean Tuel remained the registered agent at the same address and the director details relating to Director S. Lipp remained exactly the same. John Carr signed the document as “signing officer”. Mr John M Carr continued to hold no office in the professional association (P.A.) that bore his name.
The 2002 UBR filed on 29/05/02 is the first to record John M Carr as President of CARR CONSULTING P.A. – a newly created position. His residential address is given as 11107 Wurzbach #405 San Antonio, Texas. Jean Tuel was listed as current agent and S Lipp as the director. John Carr is listed as replacing Jean Tuel as registered agent.
However, on 14/03/00, 26/06/00, 28/06/00, 6/07/00, and 28/05/01 when Mr Carr registered the Consent of Shareholder certificates for each of the five NZ registered companies listed above (Velocity Partners Ltd. et al) with the NZ Companies Office, and acting as signing agent for the shareholder; he falsely identified and recorded the shareholder of each as “Cuchara Inc” when in fact he must have known it was CARR CONSULTING P.A.
Alleged falsehoods relating to shareholder addresses
From early 2000 until late 2005 Mr John M Carr recorded the address of the shareholder “Cuchara Inc” as 11107 Wurzbach #405 San Antonio TX 78230 USA. However, this address was his residential address and he also identified it long-term as his home office. See www.carr.co.nz
John Carr: B.Comm, MBA, CPA, CV A, CFS, CFE, CPTx, EA
(HOME OFFICE) One Elm Place,
11107 Wurzbach Road, Suite 405
San Antonio, Texas 78230-2446
Ph (210) 694-7884
Fax (210) 694-0164
free phone (800) 729-2271
The shareholder CARR CONSULTING P.A. is a US corporation with a US registered agent who has a residential address. That agent was Jean Tuel of Deerfield Beach, FL, up until Mr Carr was registered as agent for the shareholder on 29 May 2002. And yet Mr John M Carr took the liberty to record the address of the false shareholder “Cuchara Inc” – listing its address falsely as his home office address in San Antonio, Texas. One can assume his intent was to try and by-pass the registered agent – Ms Tuel – (i.e. cut her out of the communication loop) so that unsecured creditors, IRS officials or probing investigators and media would be unable to determine certain facts about the true nature of the shareholding arrangement he had put in place between a professional association named in his honour – and 5 off-shore NZ registered companies he directed – some linked to hard-core porn daughter companies and multi-million dollar property developments.
Incorporation ‘Agent’ Identity
Each of the five Consent of Shareholder and Consent of Director certificates were “presented [to the NZ Companies Office] by” Cheyenne Insurance Company, PO Box 28684, Remuera, Auckland 1135. A Company by this name has never been registered by the NZ Companies Office. However, there is a company currently registered called Cheyenne Insurance Company (NZ) Limited (Co. No. 478505, Incorporated on 26/07/90) that is owned and directed by John M Carr.
Mr John M Carr, when listing a false name for a shareholder on the five Consent Certificates, linked it to his own home office address in San Antonio Texas when he was not a registered agent of the shareholder corporation at the time and did not hold any office other than “signing agent”.
Share Listings For Cherokee Holdings Ltd (Co. No. 463423 Incorporated 19/03/90)
The Society raised its serious concerns with officials from the NEU over the level and frequency of offending by company co-directors Mr John M Carr and Stephen (Steve) Peter Crow at the meeting held on 4 November 2009 where we disclosed in detail, among other things, the offences committed by Mr Carr involved in the recording of company shareholding. Shane Keohane, Manager of NEU, agreed that Mr Carr had acted in breach of the Companies Act 1993 to record the transfer of Cherokee Holdings Ltd shares from the New Zealand Guardian Trust Company Ltd on 7/06/04 to “Care of Lee Salmon Long, Level 31 Vero Centre, 48 Shortland Street, Auckland” and again on 21/09/05 when he went on line and changed it to “Care of Alan McKay, Unit 13, 33-35 Apollo Drive Mairangi Bay. Auckland”- an entry that remained as such until 6 November 2009 when Mr Carr changed it to The New Zealand Guardian Trust Company Limited. This latter change occurred two days after we raised the two offences with Mr Keohane who seemed quite troubled by the extent of Mr Carr’s continuing offending, despite Mr Carr having had these matters drawn to his attention over some months prior to the meeting. We pointed out that Mr Alan Bevin McKay, of Checketts McKay law firm in Cromwell, who is Mr Carr’s attorney, has never resided at the Mairangi Bay address, which happens to be the registered office of Cherokee Holdings Ltd. The details of this serial offending by Mr Carr and Mr Crow were presented in detail to the NEU by the Society. In November 2009 the Society pointed out that three different addresses were on the Companies Office website at the same time for the bogus shareholder “Cuchara Inc”.
John M Carr and Shareholdings of Cherokee Holdings Ltd – Co. No. 463423
In a letter dated 23 November 2009 (enclosed), Shane Keohane, Manager NEU, dealt with our complaint over the shareholding records of Cherokee Holdings Limited, raised again in this letter to you. He wrote:
2.1 The shareholder in company was changed informally on 5 November  to New Zealand Guardian Trust Company Limited.
2.2 The Registrar of Companies allows informal updating between incorporation and the first annual return or between annual returns when formal notice of shareholding on the date of the return is presented.
2.3 The Registrar will not be inquiring further on the earlier holdings associated with Mr Alan McKay or with the legal firm of Lee Salmon Long. These apparent inaccuracies would have resulted in a routine letter to the company to correct the company’s own share register so the change could be reflected in the next annual return or by amending an earlier return; however this is no longer required.
We believe Mr Alan McKay must have been tipped off by Mr Keohane or by someone within the NEU/Companies Office soon after our meeting with him on 4 November 2009, a meeting at which we informed him that this matter needed to be urgently rectified. The change in shareholder listing was made online by Mr John M Carr the very day after our meeting with Shane.
With the greatest respect Mr Keohane’s attempt to play down Mr Carr’s offences appears disingenuous to us. It seems out of character with him and the resolute determination he displayed to root out fraud and corruption displayed at the meeting on 4 November.
The share listings entered by Mr John M Carr involving Mr Alan McKay and Lee Salmon Long were not updates “between incorporation [of the company] and the first annual return” nor were they done “between annual returns when formal notice of the shareholding on the date of the return is presented”. Cherokee Holdings Ltd, directed by John M Carr, was incorporated on 19 March 1990. The illegal record of share transfers (Particulars of Shareholding) made on 7 June 2004 (from “New Zealand Guardian Trust Company Ltd, Level 7, Vero Centre, 48 Shortland St, Auckland” to “Care of Lee Salmon Long, Level 31 Vero Centre, 48 Shortland Street, Auckland”) was entered on line by John M Carr at 11:21:30 on 7 June 2004.
If this was, as Mr Keohane claims, merely an “informal updating … between annual returns” [emphasis added], made [prior to a] “formal notice of the shareholding on the date of the [annual] return presented”; then why did the 2004 Annual Return registered online by John M Carr 30 minutes later at 11:53:22 contain the same falsehood? Mr Carr did not change this shareholding listing until 21 September 2005 when he altered it to “Care of Alan McKay, Unit 13, 33-35 Apollo Drive, Mairangi Bay… “ The latter entry breached the law in the same way that the earlier record did relating to Lee Salmon Long.
Mr Keohane contended that these falsehoods were mere “inaccuracies”. The society disagrees. They were a deliberate and calculated breach of the Companies Act 1993 by an experienced company director and one well versed in investigating and detecting fraud etc.
The mere fact that Alan Bevin McKay, John Carr’s attorney, following “Lee Salmon Long”, was listed as holding the shares, cannot be reconciled with the claim that all along they were held by New Zealand Guardian Trust Company Limited. We suggest the Registrar enquire of Mr Carr which person(s) had beneficial interests in the shares over the period 7 June 2004 to 21 September 2005.
If a “routine letter” was indeed generated by the Companies Office, as Mr Keohane claims, in response to their detection of “apparent inaccuracies” recorded by Mr Carr, then clearly Mr Carr failed to heed the instructions and make amends. Furthermore he committed the same offence with respect to the “Alan McKay” entry as with the “Lee Salmon Long” falsehood despite instructions to rectify the entries. Mr McKay and Mr Carr would appear to have both been aware of the falsehood.
John M Carr and his “residential address” ?
The New Zealand Telecom White Pages list two phone numbers at two different addresses for US citizen John M Carr – one in the North Island, the other in the South Island.
The first: John M Carr 92 M Greenwood Rd, Pakiri, Warkworth. Tel. 09-422-6088. As documented in our SPCS December Newsletter, this iconic rural coastal property of 12.25 hectares (CT 50246) was purchased by a company directed by John Malcolm Carr and owned by Carr Consulting P.A. – Shelf Company No. 10 Ltd. The ANZ National Bank holds a $3 million mortgage over this property, which was purchased on 4 October 2005 with Mr Carr’s Attorney Alan Bevin McKay completing the paperwork. The property is run as an accommodation business called “Pakiri Chill Out Retreat”. See:
Also see: http://www.zoodle.co.nz/880/2710
The second listing: John M Carr 280 Cornish Point Rd, Bannockburn Cromwell. Tel. 03-445-1609. John Malcolm Carr owns this property through his property development company Cornish Point Development Ltd (Co. No. 841571 Incorporated 24/02/97) that he owns and directs.
For all the New Zealand registered companies Mr John Malcolm Carr directs he has registered 14/31 Greenlane Rd, Remuera, Auckland as his “residential address” on the NZ Companies website. A company of which his lawyer Alan Bevin McKay has a financial interest owns this property.
It appears that John Carr does not reside here at his “virtual office” but choses rather to give 22588 Scenic Loop Rd, San Antonio, Texas, United States 78255 as his residential address – the contact address for Better Business Services Inc. Office Tel. + 1 210 694 7884 Mobile + 1 863 602 1274.
See American Chamber of Commerce in New Zealand (2008): http://amcham.co.nz/?page_id=761
He gave the same San Antonio address to the Registrar for “Cuchara Inc” on 19 October 2009 and then changed it to 14/31 Greenlane Road East, Remuera on 16 December 2009, two days after our Newsletter was published exposing his alleged offences against the Companies Act 1993.
Mr John M Carr is listed as the ratepayer on the Auckland City Council records for the Greenlane Rd property but payments to Council are made by AP by a registered company.
FLORIDA STATUTES 607 – CORPORATION
607.1805 Procedures for conversion to professional service corporation.–A corporation that is organized for profit under the laws of this state and that is engaged solely in carrying out the professional services provided by a corporation organized under chapter 621 may change its corporate nature to that of a professional service corporation if it complies with chapter 621. [Emphasis added]
History.–s. 161, ch. 89-154.
621.08 Limitation on corporation’s or limited liability company’s business transactions; investment of funds.–No corporation or limited liability company organized under this act shall engage in any business other than the rendering of the professional services for which it was specifically organized; provided, however, nothing in this act or in any other provisions of existing law applicable to corporations or limited liability companies shall be interpreted to prohibit such corporation or limited liability company from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or from owning real or personal.
621.09 Limitation on issuance and transfer of ownership.—
(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. No shareholder of a corporation organized under this act shall enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of that person’s stock. [Emphasis added]
The Society requests that the Registrar inform it of the outcome of our formal complaint. It is happy to provide any documentation requested relating to any of the matters outlined above.
The Society for Promotion of Community Standards Inc. C/- P.O. Box 13-683 Johnsonville, 6440, Wellington