Soaring Kiwis Ltd – Non-Compliance with the Companies Act: A Case Study

Soaring Kiwis LtdJohn Malcolm Carr is the sole director of this company and its board has failed to file its annual return with the Registrar of Companies. It was due in May 2015. This failure is a breach of Section 214 of the Companies Act 1993. Every director of a company commits an offence in failing to comply with s. 214 and is liable on conviction to the penalty set out in section 374(2) of the Act (see below).

Let’s see how the law works in this case …… in a study of non-compliance and enforcement issues. [Read more…]

Companies Office – Registries Integrity and Enforcement

The Registries Integrity and Enforcement Team (RIET) are part of the Companies Office. Its  role is to ensure the integrity of the registers that are administered by the Companies Office, by proactively monitoring their use.  RIET primarily acts by seeking compliance or preventing misuse but, where appropriate, it prosecutes offences on behalf of the Registrar of Companies – Mandy McDonald.

Companies Office enforcement guidelines dated 1 July 2013 can be located at:

An example of non-compliance is the case of a company director(s) who persistently fail to ensure company Annual Returns are filed on time. Non-compliance can lead to prosecution and/or a company being struck off the Register of Companies by the Registrar. [Read more…]

Boobs on Bikes returning: Porn King – Bay of Plenty Times

Defiant pornographer Steve Crow has vowed to bring Boobs on Bikes back to Tauranga despite council moves aimed at blocking the topless parade.


CVC Group Ltd, directed by John Malcolm Carr, owns the trademark for “Boobs on Bikes” and Stephen (Steve) Peter Crow, a banned company director who was fined $5000 in the North Shore District Court last year for breaching his four-year ban, is Carr’s “business partner”. Crow was fined plus ordered to pay court costs for being involved in the management of a porn company – Eden Digital Ltd (In Liq), wholly owned by CVC Group – while being a person prohibited from being a director.

Eden Digital Ltd (In Liq) which was incorporated in April 2008 to hold the license for Erotica Lifestyles Expo, an event promoted by the Boobs on Bikes event, was put into liquidation on 22 November 2011, with an estimated deficit (subject to the cost of liquidation) of $434,000.

Mr John M Carr, who directed the failed company until just two months before it was put into liquidation, is now sole director of Esprit Events Limited (a recently incorporated daughter company of CVC Group Ltd) which now holds the license for the Erotica Lifestyles Expo.

The Bay of Plenty Times reports

Tauranga City Council is proposing to make offensiveness one of the grounds for requiring permission to hold a street parade. But Mr Crow said he would fight the council.

“It won’t make any difference to me whatsoever,” he told the Bay of Plenty Times.

“I will take zero notice of any bylaw they bring in. I’m not vaguely interested in what the Tauranga City Council considers offensive. If they want to waste Tauranga ratepayers’ money, let them. I have plenty of money, I’m happy to fight them.” [Read more…]

Cynical Porn Parade Will Confront Children – says Family First NZ

Cynical Porn Parade Will Confront Children: Family First NZ Media Release 22/02/12

Family First NZ [a registered charity with the Charities Commission] is advising parents of school children in Palmerston North to be aware that there will be a public pornography parade featuring topless girls happening after children have been released from school on Friday. [It is again calling for politicians to “amend” the law “so that public porn parades and public displays of nudity are deemed offensive and indecent, and thereby illegal.”]

“The Erotica [Lifestyles Expo] Promotion, also known as Boobs on Bikes, is scheduled to travel around the central city square from 4pm. This is a cynical move by the hard core porn industry to expose children and young people to the industry,” says Bob McCoskrie, National Director of Family First NZ.

“We would advise parents to do everything they can to avoid children being exposed to this parade, and if necessary, they should keep their children at home for the day.”

Family First is disappointed that the parade is even able to happen in such a public venue but points the blame squarely at the police for not enforcing the law consistently, judges who believe that topless porn parades and nudity are not offensive, and the lack of political willpower to act in the best interests of families and children.

“Steve Crow can label it a ‘freedom of expression’ event, but to the intelligent, it is simply a cynical attempt to market and normalise the porn industry to families.”

“It is time that the rights of families not to be exposed to offensive and adult material are put before the rights of the pornography industry to promote themselves,” says Mr McCoskrie.

Family First NZ continues to call on the politicians to amend the Summary Offences Act and the Crimes Act so that public porn parades and public displays of nudity are deemed offensive and indecent, and thereby illegal.


Note: The licensee for staging Erotica Lifestyles Expo is Esprit Events Ltd , a company incorporated on 10 November 2011 by John Malcolm Carr CPA just days before the former licensee Eden Digital Ltd, also directed by John M Carr, was put into liquidation on 22 November. Carr is sole director of CVC Group Ltd,  which  owns Eden Digital Ltd (In Liq) and Esprit Events Ltd. On 16 September 2011 John Carr revoked the license Eden Digital held to stage Erotica. This was done on the same day he resigned as director of Eden Digital Ltd. On 11 November the license was transferred from Eden Digital Ltd to Esprit Events Ltd. CVC Group Ltd owns the trademark for “Boobs on Bikes” – used in the Erotica parade which markets Mr Carr’s hardcore porn business.




Eden Digital Ltd liquidation follows liquidation of Payroll Solution Services Ltd

The Commissioner of the Inland Revenue made an application dated 20 June 2011, to place Payroll Solution Services Ltd (Co. No. 1382579), directed by John M Carr CPA (see photo: in liquidation. The application was heard by High Court at Auckland on 5 August 2011 (CIV-2011- 404-3727). The failed company, owned by Cherokee Holdings Ltd, which is also directed by John M Carr, was placed into liquidation by the High Court pursuant to s. 241(2)(c) of the Companies Act 1993 on 2 September 2011. It was incorporated in August 2003 to provide “services to a few large clients“, according to John M Carr, as noted in the liquidator’s report dated 5 October 2011. The Liquidator, Craig Alexander Sanson, also reported:

“We were advised that the company provided services exclusively to companies related to the director [John M Carr]. The company ceased to trade in April 2011…. [Emphasis added]

“The director advised that a large payroll client ran into difficulty when they lost a customer and suffered cash flow problems. The client was unable to pay the company [Payroll Solution Services] and subsequently the company has insufficient cash flow to meet its tax obligations. The company was liquidated on the petition of the Inland Revenue Department. [Emphasis added]

“The director advised that as at liquidation date the company held no realisable assets.”

The liquidator will no doubt want to identity the “large payroll client” John Malcolm Carr CPA refers to here that he claims lost a “customer” leading to its failure to pay for services rendered it by Payroll Solution Services Ltd, thereby causing the latter to have “insufficient cash flow to meet its tax obligations”?

Let us examine some of the possibilities:

1. PJ Digital Ltd 

This is a NZ registered company which John M Carr owns and directs. and which owns a property in Freemans Bay, Central Auckland. It owns the domain name and is owner of Belex Carding Co – a wool scouring machinery operation – located in Central Otago (see ref. 1). The accounts for PJ Digital Ltd were serviced exclusively by Payroll Solution Services Ltd (In liq) directed by John M Carr, up until about April 2011 when the latter ceased trading (according to Mr Carr).

PJ Digital Ltd owns the trade mark to the business Pacific Alpacas ( of which John M Carr is principal agent (see ref. 2). It was through this business  that John M Carr sought unsuccessfully to sell a shipping container load of about 10,000 kgs of scoured alpaca fibre worth about $100,000, to a US customer in 2011. The deal fell through about the time John M Carr told the liquidator that Payroll Solution Services Ltd ceased trading (April 2011).

The raw fibre was sourced by John M Carr and his agents from 121 New Zealand suppliers and the US order was cancelled by the customer just prior to the consignment being shipped. The fibre  has subsequently been sold off to other buyers after Payroll Solution Services Ltd is supposed to have ceased to trade (April 2011, according to Carr). 

John M Carr first notified his NZ alpaca fibre suppliers on 2 June 2011 that the US customer had reneged on the 10,000 kg purchase.  As a result he says he was forced to find alternative buyers for the container load of fibre and he informed all fibre suppliers on 29 December 2011 via his website that he hoped to have all his creditors paid in full by the end of the first quarter of 2012.  He told them that the value of the original fibre stock was $99,000, but this would probably reduce to about $94,000 when it was all finally sold. He informed them that invoices were still being issued in January 2012 to customers buying the remaining fibre.

So why has Payroll Solution Services, Ltd. directed by John M Carr, been unable to pay its creditor – IRD?

As noted, he told the liquidator it was because “the company had insufficient cash flow to meet its tax obligations… and ceased to trade in April 2011″.

If he was trying to somehow shift the responsibility away from himself as director of Payroll Solution Services Ltd and onto PJ Digital Ltd, (a possible candidate as the “large payroll client”); this makes no sense as he owns and directs the latter company. If PJ Digital Ltd was ultimately responsible for the failed sale agreement involving $100,000 worth of fibre, could this failure in itself be blamed for its lack of “cash flow” leading to the liquidation of Payroll Solution Services Ltd?

This suggestion seems implausible if the following claims made by John M Carr after April 2011, are true…

Despite having informed the liquidator that Payroll Solution Services Ltd had ceased to trade in April 2011, John M Carr had written to alpaca fibre suppliers on 2 June 2011 stating:

“The worst day of this project was Wednesday May 11th 2011…. Since then, we have sold 40% of the stock he [the US buyer who reneged] had committed to buy, have 10% on firm offer, but to five different customers at prices that were better or equal to our original budget in US dollars…

“We will provide an accounting for the prices that we have achieved by the end of June now that we have some visibility as to all the costs and realised prices for 50% of the fibre.

“Payment will be by Direct Credit. Please complete the attached form…”

In a letter to the Fibre Pool dated 4th July 2001, John M Carr wrote:

“We have sold, or got commitment for $77,000 of fibre. We have total stock valued at $99,000 – about $5,000 less than US commitment…

“We have received payment for $22,000 of the fibre as of June 30th 2011. We have sales receivable of $52,000 … and we have 6 bales … worth approximately $22,000.

“I would like to do another collection [of fibre] in the North Island in late September [2011] once the majority of the funds have been paid out.”

The domain name “,” used by Mr John M Carr to communicate with “all participating [NZ fibre] growers” and to market his business in NZ, was registered with on 2 November 2010. It is owned by a US-registered corporation Better Business Services, Inc. – PO Box 780637 San Antonio, Texas – a corporation owned and directed by John M Carr.

This brings us to the second potential “large payroll client” that John M Carr may well have been pointing the liquidator to as the culprit that caused Payroll Solution Services Ltd to be be unable to pay its taxes and consequently be put into liquidation.

2. Better Business Services, Inc.

This corporation is registered in the state of Texas (Taxpayer No. 17422888796 File No. 0067876000 SOS Reg. date 7 November 1983). It is also registered to do business in the state of Florida and John M Carr is its registered agent and principal (FEI/EIN No. 742288879. Doc. No. Po3291. Date filed 9/06/1984).

The domain name is found at at IP address along with the domain names: and – and all are owned by Better Business Services, Inc./John M Carr. This strongly suggests that the John M Carr’s Pacific Alpacas business is owned or at least part-owned by Better Business Services, Inc./John Carr.

According to what John M Carr reported to the liquidator, the NZ registered company Payroll Solution Services, Ltd had no employees or assets at the time it was put into liquidation on 2 September 2011, four months after he claimed all trading operations had ceased in April 2011.

The Liquidators have since analysed the books and records of the company and have identified a claim against the director John M Carr. They state in their second report dated 26 April 2012:

“We have made demand for this claim and expect to receive a response within the next month.”

Who has made this demand?

Perhaps John M Carr has structured his convoluted company network such that the hardcore porn businesses owned by Better Business Services Inc. are all serviced by Payroll Solution Services Ltd (In liq). If so the “large payroll services client” that caused the demise Payroll Solution Services Ltd may have been Better Business Services, Inc. To put it crudely Mr John M Carr may have engineered his own downfall himself using himself as the agent!

3. Payroll Solution Services, Inc. – An “active” corporation formed in the State of Florida (FEI/EIN 742650806. Doc. No. L42315 filed on 1/10/90). Principal address: 1621 Hillcrest St, Orlando FL 32803-4809 US. Mailing address: P.O. Box 780637 San Antonio TX 78278-0637 – the business address for John M Carr, who is registered agent, principal and director of the corporation.

New Zealand and US tax authorities will no doubt be very keen to establish the true nature of the relationship, if any, between Payroll Solution Services, Inc (Florida), and the NZ registered company Payroll Solution Services Ltd (In liq). The latter as noted, is fully owned by NZ-registered Cherokee Holdings Ltd, directed by John M Carr. (Cherokee Holdings Ltd is owned by The New Zealand Guardian Trust Company Ltd).

Perhaps Payroll Solution Services Inc. (Florida) was the client of  Payroll Solution Services Ltd (In liq) that failed to pay its bills for services rendered by Mr John M Carr!

4. Eden Digital Ltd (In Liq) directed by John M Carr from 23 April 2008 to 13 September 2011. (It specialises in the marketing of hard core pornography and held the licence for Erotica Lifestyles Expo. One of its former directors, Steve Crow, was banned in 2010 from being a company director for four years).

Three months after John M Carr resigned as director of Eden Digital Ltd (In Liq), the company was put into voluntary liquidation on 22 November 2011, by the actions of its shareholder – CVC Group Ltd – which has John M Carr as its sole director. The Liquidator’s first report filed on 23 November 2011, records that Eden Digital Ltd (In Liq)has suffered cash flow problems over the last 24 months“.

Was the “large payroll client” that caused the collapse of Payroll Solution Services Ltd in fact John M Carr’s Eden Digital Ltd?

This failed hardcore porn company does seem to fit the bill and tick all the boxes with respect to its cash flow problems which have become almost legendary due to wide media coverage of its financial meltdown and the link between its director John M Carr and his “business partner” – banned company director Steve Crow.

Listed among the 22 unsecured creditors of Eden Digital Ltd (In Liq) in the Liquidator’s first report filed on 23 November 2011 are two companies owned and directed by John M Carr: PJ Digital Ltd P.O. Box 2864 Remuera, Auckland; and Better Business Services, Inc., PO Box 780637 San Antonio, USA.

Better Business Services, Inc. owns the domain names of a number of hard core porn websites linked to Eden Digital. The debt Eden Digital Ltd owes PJ Digital Ltd may relate to the use of its accomodation units in Freemans Bay, Auckland, owned by the latter, and used by Eden Digital staff and/or porn star imports performing in Erotica Lifestyle Expo events.

According to John M Carr, the “large payroll client” of Payroll Solution Services Ltd, that caused the latter’s demise, “ran into difficulty when they lost a customer and suffered cash flow problems”.

Is it possible that Eden Digital Ltd had a customer unable to clear a debt, causing it to suffer cash flow problems? Many businesses face similar difficulties in hard economic times. One only needs to look at the list of 22 unsecured creditors in the first Liquidation Report on Eden Digital to find evidence of this!

Significant  Points to Note:

Better Business Services, Inc., a foreign-registered corporation, owns the Pacific Alpacas website and PJ Digital Ltd a NZ-registered company, owns the Pacific Alpacas business trade mark. Both companies are owned and directed by John M Carr. The NZ-registered company  Payroll Solution Services, Ltd., (In Liq), directed by John M Carr, appears to have provided payroll services to the Pacific Alpacas business owned by John M Carr.

The company’s inability to pay its tax leading to its liquidation, came about because of “cash flow problems”, according to John M Carr, due to a “large payroll client” having its own cash flow problems. That “large payroll client” of Payroll Solution Services Ltd was most likely Eden Digital Ltd (In Liq), directed by John M Carr. Eden Digital Ltd has among its unsecured creditors PJ Digital Ltd and Better Business Services, both owned and directed by John M Carr.

Here we have the creation of a potential classic tax-avoidance loop involving the Pacific Alpacas business, Better Business Services, Inc. and PJ Digitsl Ltd, AND their owner who holds both US and New Zealand citizenship.

This arrangement can be illustrated by a parallel case set up by Mr John M Carr involving four companies he has directed for over ten years: PJ Digital Ltd, First Virtual Deposit & Nominee Company Ltd, Shelf Company No. 10 and Velocity Partners Ltd. According to NZ Company Office Records (, all four were owned up until 31 March 2010, by a US-registered company of which John M Carr was director and principal, called Carr Consulting P.A. (formerly named Cuchara Inc. up until 1999).

John M Carr was convicted in the Auckland District Court on 15 October 2010 for offences he had committed under the Financial Reporting Act 1993, relating to these four NZ-registered companies. He had failed to disclose to the Ministry of Economic Development that they were all foreign-owned entities and failed to file the required annual financial returns (see ref. 4).

On 20 April 2010, prior to this court case and facing ongoing investigations by the National Enforcement Office of the Ministry of Economic Development, John M Carr recorded on-line the transfer of the ownership of all four companies from John M Carr (Carr Consulting P.A.) to himself. Prior to this share transfer change, no doubt effected just prior to the end of the 2009/2010 tax year (31 March 2010), all four companies were owned by an overseas foreign entity (Carr Consulting P.A. owned by John M Carr) and under the Financial Reporting Act 1993, the director (John M Carr) of all four had been required to file Financial accounts with the Companies Office for all four. As noted, John M Carr failed to do so and was convicted in the Auckland District Court under s. 19 & 39 of the Act on 6 charges for failing to submit financial statements for these four companies. He was sentenced on 15 October 2010.

Over the period prior to March/April 2010 – the date of the share transfer – Carr Consulting P.A. (a US -registered entity) was owned by a NZ-registered company directed by John M Carr – Cheyenne Insurance Company (NZ) Limited (Co. No. 478505) which he owns. The four-fold tax-back loop he created raises serious questions for the IRD and IRS. On 27 October 2010, just days after his convictions, Mr Carr changed the name of his company Cheyenne Insurance Company (NZ) Ltd to Cheyenne Investment Company (NZ) Ltd. It had never been involved in any insurance work in New Zealand, but rather was heavily involved in property development.

Conclusion: The liquidation of Eden Digital Ltd and Payroll Solution Services Ltd have at least one common factor – the involvement of company director John Malcolm Carr. The convoluted company and business connections outlined above involving Mr John M Carr providing payroll services to his own companies, will no doubt be of considerable interest to liquidators of both companies, and creditors, the media and the New Zealand public.


1. Wool getting around world on word-of-mouth

Otago Daily Times 29 March 2008. Story by Marjorie Cook

Geoff Taylor of Wanaka, sold his Belex wool Business to John M Carr in February 2008.

The domain name is owned by PJ Digital Ltd, which is owned by John M Carr, PO Box 28684 Remuera, Auckland 1541

See the website as at 25 May 2010

Go to:

2. See Intellectual Property Office Records: Search Trade Marks

3. American director misses court date. Story by Michael Field. 12 August 2008.

Businessman fined $6000 for ‘ironic’ breach of FRA. 15 October 2010