CVC Group Ltd director Mr John Malcolm Carr and the Companies Act 1993

Concerns have been raised by the Society with the National Enforcement Unit (Report dated 19/08/09) over information registered on the Companies Office website by CVC Group Ltd director John Malcolm Carr relating to a number of companies he directs. Mr Carr has close links with fellow CVC Group Ltd director Stephen Peter Crow (Steve Crow aka “NZ Porn King”)

Residential addresses: Mr John Malcom Carr

Carrlandazz Holdings Ltd (Co. No. 1241246 incorporated 25/09/02)

Multi-millionaire property developer and tax accountant John Malcolm Carr and Daryl Ainsley are listed on the Companies website as the current directors of Carrlandazz Holdings Ltd and its current registered office address is recorded as Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland (Annual Return 2009, filed 24/07/09). John Carr lists his current residential address as 14/31 Greenlane Rd, Remuera, Auckland and that of Daryl Ainsley as “10 Roberts Street, Cromwell, Central Otago”. (The Telecom white pages record the residence of Daryl MP Ainsley as 10 Roberts Drive, Cromwell).

In an online entry (Particulars of Directors) for Carrlandazz Holdings Ltd dated 7 June, 2004, John Carr’s colleague John Frederick Commins (both men were involved in Cheyenne Insurance Company Ltd at the time) recorded John Malcolm Carr and Daryl Ainsley’s residential address as 14/31 Greenland Rd, Remuera, “effective 6 June 2004” and the company’s address for service as 14/31 Greenland Rd, Remuera, “effective 14 June 2004.” On the 7 June Mr Commins (not a director) also registered the company’s Annual Return 2004 and Shareholding Particulars and recorded the same Remuera residential addresses for Carr and Ainsley. In an online Annual Return 2005 for the company registered by John Malcolm Carr on 11 June 2005, he entered his and Daryl Ainsley’s residential address as 14/31 Greenlane Rd, Remuera.

However, on 7 June 2004 the same Mr Commins, in an online Annual Return 2004 entry for Cornish Point Development Ltd (Co. No. 641571), recorded company director and sole-shareholder John Malcolm Carr’s residential address as 11107 Wurzbach Rd, Suite 405 San Antonio, Texas 78230, USA. Furthermore, in an on-line Annual Return by John Commins for Cherokee Holdings Ltd (Co. No. 463423) registered on 7 June 2004, director John Carr’s residential address is given as the San Antonio one, not Remuera. In the company’s 2005 Annual Return registered on 11 June 2005, director John Malcolm Carr (Cheyenne Insurance Company, PO Box 28684 Remuera) makes the on-line entry himself and records his residential address as San Antonio, not Remuera. (John Carr is currently the sole director of Cherokee Holdings Ltd. John Commins has never been a director).

In the Annual Returns 2004 and 2005 (registered on line on 7/06/04 and 11/06/05) for Velocity Partners Ltd (Co. No. 1044239), director John Malcolm Carr’s residential address is given as the San Antonio one, not the Remuera one. In the Annual Returns 2003 to 2005 (registered 17/05/03; 7/06/04; 11/06/05) for PJ Digital Ltd (Co. No. 1141073 incorporated on 28/05/01), director John Carr’s residential address is recorded as the San Antonio one, not the Remuera one.

In the Online Annual Return 2005 for Cornish Point Development Ltd [CPD Ltd] (Co. No. 841571), registered on 11 June 2005, its director and sole-shareholder – John Malcolm Carr – records his residential address as the San Antonio one (above), not the Remuera one. In an update for CPD Ltd on-line dated 21 July 2005, Carr records his change of residential address to 14/31 Greenlane Rd, as “effective 20 July 2005”. In another online Particulars of Director for Velocity Partners Ltd (Co. No. 1044239) Carr updates his residential address from San Antonio to 14/31 Greenlane Rd, Remuera, “effective from 26 September 2005.” He registers the same residential update with Cherokee Holdings Ltd on this date.

Clearly Mr John Malcolm Carr as company director is responsible for all these conflicting entries concerning his residential addresses. Section 159 of the Companies Act 1993 requires directors to provide up-to-date and accurate residential addresses for all directors and person(s) holding shares in the company. It is an offence not to do so. The Society requests that the Enforcement Unit deal with these alleged breaches of s. 159 of the Companies Act 1993 and other highlighted below.

To add more uncertainty to the veracity of the information submitted by Mr John Malcolm Carr to the Companies Office, is his signed Consent and Certificate of Director for IP Investors Ltd (Co. No. 1556252), a statement registered with the Companies Office on 6 October 2004 in which he gives his residential address as “298 Cornish Pont Rd, Bannockburn, Cromwell”. This same address is used in the incorporation application. However, there appears to be no other record of this residential address being used by Mr John Carr in any other document on the Companies Office website and/or record of such an address change for any other company he directs or has a shareholding in.

Residential addresses:  John Malcolm Carr and Mr Daryl Ainsley

On 26 September 2005 C. English of Remuera records Mr Ainsley’s residential address for Carrlandazz Holdings Ltd, as 10 Roberts St, Cromwell, Central Otago “effective 26 September 2005.” However, the Annual Reports for 2006, 2007 and 2009 (filed on 29/06/06; 16/09/08 [filed late for 2007]; 24/07/09) continue to show Ainsley’s residential address as 14/31 Greenland Rd, Remuera against his 1,000 share-holding (50%). No Annual Return 2008 for Carlandazz Holdings Ltd was ever filed despite formal notification from the Companies Office.

The other Carrlandazz shareholder with 1,000 shares (50%) – PJ Digital Ltd – (Co. No 1141073 incorporated on 28 May 2001), has John Malcolm Carr as its sole director. PJ Digital Ltd is 100% owned by “Cuchara Inc” an entity that it would appear, is not entitled to hold shares (see SPCS Report to Enforcement Unit dated 10/08/09 and discussion below).

In the Carrlandazz Holdings Ltd 2003 Annual Return filed on 13/06/03 directors Carr and Ainsley give their residential addresses as Suite 12, Sheraton Mall, 105 Symonds St, Auckland [CBD].  However, this is a business centre address and this is in a strictly non-residential area. The Companies Act 1993 requires directors to record actual residential addresses of all persons holding company shares and actual residential addresses for each director. (The same Sheraton Mall address was entered as the registered office address of the company).

In his 2004 Annual Return for PJ Digital Ltd registered on 7 June 2004, Mr John Malcolm Carr recorded the shareholder as “Cuchara Inc” at 11107 Wurzbach #405, San Antonio, Texas 78230, USA – the same address he gave for his own residential address at that time, consistent with the one recorded in his Consent and Certificate of Director registered on 28 May 2001. In his 2005 Annual Return for PJ Digital Ltd registered on 11 June 2005 he provides the same San Antonio address for his place of residence and for shareholder “Cuchara Inc”.

(Note: The Cherokee Holdings Annual Returns 2003 to 2005 (registered 31/07/05; 7/06/04; 11/06/05) all record director John Malcolm Carr as residing at 11107 Wurzbach Suite 405 San Antonio Texas 78230, USA. His residential address for Cherokee Holdings was changed to “14/31 Greenlane Rd, Remuera, Auckland” effective 26 September 2005).

Clearly Carr and Ainsley’s claim in relation to Carrlandazz Holdings Ltd that 14/31 Greenlane Rd became their residential address effective 6 June 2004 does not fit with their residential address entries on the Annual Returns for either PJ Digital Ltd or Cherokee Holdings Ltd et al. (see above). The registration of these apparently false addresses constitute breaches of the Companies Act 1993.

First Virtual Deposit and Nominee Co Ltd (Co. No. 1047249 incorporated 6/07/00).

John Malcolm Carr is the director of First Virtual Deposit Nominee Co. Ltd. that has its registered office address Unit 13, 33-35 Apollo Drive, Mairangi Bay, Auckland – effective from 27 September 2005 onwards (filed 20/09/05). Prior to that its registered office was 14/31 Greenlane Rd, Remuera (based on Annual Returns 11/06/05; 7/06/04) and this one became effective on 14 June 2004 according to Mr Carr (filed 7/06/04).

Based on the 2009 Annual Return filed on 15 May 2009, an entity referred to as “Cuchara Inc” holds all the company shares (100). On every Annual Return from 2005 to 20009 Mr Carr has listed the same shareholder as “Cuchara Inc” at the Mairangi Bay address. The 2004 Annual Return filed on 7 June 2004 show this same shareholder at the address: 11107 Wurzbach Suite 405, San Antonio Tx 78230-2553, Usa – the  same address as given for John Carr’s residential address. In the 2002 and 2003 Annual Return filed on 6 August 2002 and 17 May 2003, Carr identifies the same shareholder with the same San Antonio address and again gives this one as his residential address.

The Society contends that Cuchara Inc (San Antonio Tx) is not a registered company in either New Zealand or USA. It has made extensive enquiries through the United States Embassy, National Library, Victoria University and online data bases such as the Better Business Bureau (www.bbb.org) and has failed to locate any evidence that “Cuchara Inc” is, or ever has been, a registered company in USA. The San Antonio Business Journal shows no records for the company.

See: http://businessdirectory.bizjournals.com/sanantonio/search/?q=cuchara

The Society requests that the Enforcement Unit examine carefully the status of Cuchara Inc to hold shares and the role director John Malcolm Carr has played in these records on the Companies office website involving this entity.

Links between directors John Frederick Commins and John Malcolm Carr

Chameleon Holdings Ltd (Co. No. 826069) Struck Off

The Company was registered 6 September 1996 to 4 March 2008. On 28 February 2006 the company’s two directors John Frederick Commins and Robyn Anne Commins resolved to place the company in liquidation and this Resolution of Solvency was registered on 3 March 2008. It was placed in liquidation on 4 March by resolution of the shareholder. In doing so it resolved to pay all its debts. Boris Van Delden and Victoria Toon of Chartered Accountants McDonald Vague were appointed jointly and severely as Liquidator on 4 March 2008. Liquidator’s First Monthly Report 6 March 2008. On 26 September 2008 the Final Liquidator’s Report was released and the company was struck off the Register on 31 October 2008.

Ultimate Performance Partners Ltd (Co No 2007190 incorporated 12/11/07)

John and Robyn Anne Commins direct this company. Sometime either on or after 12 November 2007 it acquired 35,000 shares in IP Investors Ltd that were held by Chameleon Holdings Ltd (see below), with the transfer occurring prior to the latter being put into liquidation on 4 March 2008.

IP Investors Ltd (Co. No. 1556252 incorporated 6/10/04)

John Malcolm Carr and John Frederick Commins, who currently reside at 14/31 Greenlane Rd, Remuera, Auckland and 3/62 Rukutai St, Mission Bay, Auckland, respectively, were both appointed directors of IP Investors Ltd on 6 October 2004. Its registered office is recorded as having been at 289 Cornish Point Rd, Bannockburn, Cromwell from 6 October 2004 to 8 August 2006. It was then moved to 33-35 Apollo Drive, Mairangi Bay, Auckland effective from 9 August 2006.

As noted above, the application to incorporate the company dated 6 October 2004 registered John Carr’s residential address as 289 Cornish Point Rd, Bannockburn, Cromwell and in his signed Consent and Certificate of Director faxed to the Companies Office on 20 September 2004 and registered on 6 October 2004, the same Cromwell residential address for Carr is recorded (documents provided). At the same time, Carr, with reference to other companies he directs, was recording his residential address as San Antonio, Texas.

For example, for Velocity Partners Ltd, of which Mr Carr is the director, its Annual  Returns for 2004 and 2005 (registered 7/06/04 and 11/06/05) have his residential address as 11107 Wurzbach Suite 405, San Antonio Tx 2830-2553 USA. There is no record whatsoever of his residential address having ever been shifted to Cromwell. According to a Particulars of Director online entry for Cherokee Holdings Ltd Carr’s residential address at 14/31 Greenlane Rd, Remuera, did not become effective until 26 September 2005 (after he moved from the USA: The Annual Report 2005 for Cherokee registered on 11/06/05 records his residential address as San Antonio, USA).

In an online Particulars of Directors entry for IP Investors Ltd John Malcolm Carr’s residential address at Remuera became effective 2 August 2006.

Shareholding

According to the Online Annual Return for 2008 filed by John Commins on 13 August 2008, 50% of the IP Investor’s 10,000 shares are currently held by Velocity Partners Ltd and 35% (3,500) by Ultimate Performance Partners Ltd (Co. No. 2007190) 3/62 Rukutai St, Mission Bay, Auckland. The 2007 Annual Return for IP Investors Ltd showed Chameleon Holdings Ltd owning the 35% of shares that were later to be transferred to Ultimate Performance Partners Ltd.

On 13 August 2008 at 9:15:37 John Commins recorded on-line that 3,500 IP Investor Ltd shares held by Chameleon Holdings Ltd had been transferred to Ultimate Performance Partners Ltd. Then at 9:17:41 he registered the IP Investor Annual Return 2008 recording this transfer of 3,500 shares. Both entries were made almost six months after Chameleon Holdings Ltd had been placed in liquidation on 4 March 2008 and up to nine months after the share transfer took place.

A Society member has spoken with the Liquidator Victoria Toon of Chartered Accountants McDonald Vague about this share transfer and has been assured that it was done prior to Chameleon Holdings Ltd being placed with the Liquidator.

When IP Investors Ltd was incorporated on 6 October 2004 Chameleon Holdings Ltd held 3,500 shares and it held them through to at least 1 November 2007 (based on IP Investors registered Annual Returns filed 18/09/05; 28/09/06 and 1/11/07). The transfer of all these shares from Chameleon Holdings Ltd, directed by directors John Frederick Commins and Robyn Anne Commins; to Ultimate Performance Partners Ltd (3/62 Rukutai Street, Mission Bay, Auckland 1701.Co No 2007190 incorporated 12/11/07) also directed by John and Robyn Anne Commins, was first notified to the Registrar on 13 August 2008 by IP Investors Ltd (both in their Particulars of Shareholding and Annual Return 2008). The Annual Return filing date for IP Investors is September.

The transfer must have occurred after Ultimate Performance Partners was incorporated on 12 November 2007.

When it was incorporated it had issued 1,000 company shares (980 held by Mr and Mrs Commins and Craig Brant Neal of 10 Grant St, Mt Albert, Auckland; 10 held by John Commins and 10 held by Robyn Commins). The on-line Annual Returns for 2008 and 2009 (registered on 1 July 2008 and 31 May 2009) reveal no increase or decrease in the company shares, the total number remaining at 1,000.

The close link established above between John Malcolm Carr and John Frederick Commins

The fact that both were both appointed directors of IP Investors Ltd on 6 October 2004 is good evidence that the alleged false information supplied to the Companies Office (e.g. on 7 June 2004) relating to Mr Carr’s residential address etc. cannot be explained away on the basis that Mr Commins was not privy to personal information relating to Mr Carr’s residence. These are men who worked closely together in the Cheyenne Insurance Company and were involved in share transfer deals that were mutually beneficial (e.g. The transfer of 3,500 IP Investors Ltd shares held by Chameleon Holdings Ltd, to Ultimate Performers Ltd, just shortly before Chameleon Holdings Ltd was placed with the Liquidator in 4 March 2008). Both men were directors of MoneyOnLine Limited (Previously Electronic Publishing Limted) See Annual Report 2000 – Period ending 30 June 2000  http://www.moneyonline.co.nz/investor/mol300600.pdf

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