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% as well as 8% through his company Electronic Publishing Ltd of which he is sole director – a total of 47% owned by Carr’s 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 28951 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. In his Consent and Certificate of Proposed Company “Vixen Direct Ltd” filed on 5 December 2005, he identifies the person completing the form as “Stephen Crow, Postal address Vixen Direct Ltd, PO Box 28051 Remuera, Auckland.”

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

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 Les Obstacles de l’Armour (prior to liquidation). After that date the company name “Vixen Direct Ltd” was available for anyone including Crow to use.

However on 5 December 2005 Stephen Peter Crow committed another serious offence against the Companies Act 1993 when he submitted three documents at the same time: (1) Consent of Shareholder (Application to Incorporate a Company and (3) Consent of Director.

Offence 28: Crow signed the first 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.

This morning Stephen Peter Crow (Steve Crow)  – NZ “Porn King” – had his former wife, Senior Police Sergeant Gaylene Sharon Rogers, resign as co-director of HWGA Co Ltd (Co. No 661946), according to the Companies Office on-line records. This leaves HWGA Co Ltd, which has its registered office at 45 Stanhope Rd, Ellerslie, Auckland, with only one director – Steve Crow (Rogers was appointed on 20 April 2006 and unlike Mr Crow was entitled to vote at director’s meetings). Roger’s resignation follows the publication yesterday on Scoop Business News of details relating to 16 complaints received this morning by the Enforcement Unit and Legal Team of the Companies Office, submitted by the Society, relating to alleged breaches of the Companies Act 1993 by Mr Crow.

The Company Constitution for HWGA Co. Ltd was signed by one of its founding directors – Kerry Charles Goldstone – on 29 December 1994 and registered with the Companies Office on 10 January 1995 when the company was incorporated. Since that date the Constitution has not been altered. According to the Constitution, founding director Stephen Peter Crow is unable to vote at any meeting of the directors and this rule remains in force.

Section 3.3 of the constitution of HWGA Co Ltd states:

“Notwithstanding any other provisions of this constitution STEPHEN PETER CROW SHALL NOT BE ENTIITLED TO VOTE AT ANY MEETING OF THE DIRECTORS and shall not be counted in the quorum of such meeting at which a decision is made to allocate or distribute either income or capital of any trust in which he is a beneficiary or potential beneficiary or is a member of a class of beneficiaries which is [sic] will or may be likely to benefit personally from any such allocation or distribution” (Emphasis added).

Dermott Malley, CEO of Truth Publications Ltd, currently owns 50% of HWGA Ltd shares (Malley headed a group of private investors that bought NZ Truth from Fairfax Media for an undisclosed sum early in 2007). The other 50% of HWGA Ltd shares are owned by Andrew James Steele of Mt Roskill, Auckland.

HWGA Co Ltd owns about 40% of the shares of CVC Group Ltd, of which Steve Crow is one of three directors.

The Society has today filed 16 complaints against Porn Company Director Steve Crow with both the Legal Team of the Companies Office and the National Enforcement Unit, pertaining to 16 breaches of the Companies Act 1993. These alleged offences relate to his use on official documents of the company name “Eden Digital Ltd” over a period of five years, before such an entity was ever registered with the Companies Office.

Eden Digital Ltd was first registered on 26 March 2009 out of a name change of a former company – Vixen TV Ltd – of which Crow was the sole director. Crow who remains sole director, has boasted to media that “Eden Digital Ltd” has arisen like a phoenix from the ashes of two of his other companies that have been placed into liquidation – Vixen Direct Ltd and Erotica Expo Ltd – and that they continue to trade as the newly formed company. This is a falsehood.

Eden Digital Ltd (formerly Vixen TV Ltd), the entity registered on 26 March 2009, has no formal connection with either of the liquidated companies. All that Crow has done is “sweep house” (his words) and leave no crumbs for creditors – that is ensure that the parent company (CVC Group Limited, of which he is one of three directors) of the his two liquidated companies acquire all the stock from his two liquidated companies (DVD Sex titles etc), and then direct CVC to on-sell all the crumbs (assets) on to a company he directs, Vixen TV Ltd, just prior to liquidators being appointed on 27 March 2009. One day prior to that appointment he changed the name of Vixen TV Ltd to Eden Digital Ltd. As a result, there is now no sweet candy in the larder for any of the creditors of the two liquidated companies.

Mr Crow’s breaches of the Act relate to his use since 2004 of the name “Eden Digital Ltd” on his Annual Returns and other documents filed with the Companies Office, relating to at least two other companies of which he is a director – HWGA Co Ltd and Sidefx Ltd.

Background:

HWGA Ltd (Co No. 661946)

Porn King Steve Crow and the female Senior Sergeant of Police

Stephen Peter Crow is currently a ‘lame-duck’ co-director of HWGA Co Ltd serving thee company with director Senior Sergeant of Police Gaylene Sharon Rogers [Editor update: who resigned on 16 July 2006]. They have been the only two directors since 23 January 2008. According to the Company’s Constitution, Steve is not entitled to vote at any meeting of the directors; while director Gaylene who is his ex-wife can vote. Neither he nor Rogers have shares in the company.

HWGA Ltd was incorporated on 10 January 1995 and Companies Office online records reveal that Steve Crow, Kerry Charles Goldstone of 53 St Andrews Rd, Epsom, Auckland, Peter James Hugh Chamberlain of 108 Ngapuhi Rd, Remuera, Auckland and Dermott Malley of 154 Gilbertson Rd, Napier, were all appointed directors on 5 January 1995. Chamberlain resigned on 31 July 2000, Goldstone resigned on 5 December 2005 and Dermott Malley who was appointed along with Gaylene Rogers on 20 April 2006 as a new director, resigned on 23 January 2008.

Dermott Malley, CEO of Truth Publications Ltd, currently owns 50% of HWGA Ltd shares (Malley headed a group of private investors that bought NZ Truth from Fairfax Media for an undisclosed sum early in 2007). The other 50% of HWGA Ltd shares are owned by Andrew James Steele of 12a Pararua Street, Mt Roskill, Auckland.

Malley’s Truth tabloid makes much of its money by advertising porn, and services relating to the sex industry. It also publishes articles sensationalising Steve Crow’s triumphs in sleaze promotion. Crow has said that his plan is to watch first-hand how you go about spreading moral decay and degeneracy through a nation of innocents. He uses Malley’s Truth tabloid to spread this degeneracy and both men have a ring-side seat.

The Company Constitution for HWGA Ltd was signed by one director – Kerry Charles Goldstone – on 29 December 1994 and registered with the Companies Office on 10 January 1995 when the company was incorporated. Since that date the Constitution has not been altered. According to the Constitution, founding director Stephen Peter Crow is unable to vote at any meeting of the directors and this rule remains in force.

Section 3.3 states: “Notwithstanding any other provisions of this constitution STEPHEN PETER CROW SHALL NOT BE ENTIITLED TO VOTE AT ANY MEETING OF THE DIRECTORS and shall not be counted in the quorum of such meeting at which a decision is made to allocate or distribute either income or capital of any trust in which he is a beneficiary or potential beneficiary or is a member of a class of beneficiaries which is [sic] will or may be likely to benefit personally from any such allocation or distribution” (Emphasis added).

This means that Senior Sergeant Gaylene Rogers of the Auckland Police who Steve Crow first met in 2002 and later married in Las Vegas, and who along with him was investigated by police in 2003 over their relationship, is able to vote at all director’ meetings, but not him. Rogers, who was described as Crow’s “girlfriend” in the October 2005 issue of Canvas Magazine, was entitled to vote as soon as she became a company director on 20 April 2006, but not ‘lame-duck’ Steve, despite having been a director for 11 years prior to Gaylene coming on board as director. (Note: Rogers was investigated by her police bosses over whether it was appropriate to date the country’s outspoken sleaze Porn King).

Five offences against the Companies Act

On 20 April 2006 Crow, in his role as director of HWGA Ltd, filed a “Particulars of Shareholding” document with the Companies Office, detailing the shareholding of HWGA, recording his name as “Stephen Crow Eden Digital Ltd, PO Box 28051 Remuera, Auckland.” However, Eden Digital Ltd was not a registered company name until 26 March 2009 (see below) and to use it on an official document was an offence against the Companies Act 1993. He did the same when he used it on a “Particulars of Directors” document filed on 21 April 2006 when he recorded that Gaylene Sharon Rogers [Editor update resigned 16 July 2009] had been appointed a director. He committed an offence for a third time in on an Online Particulars document filed on 22 May 2006 that recorded that Dermott Malley of 154 Gilbertson Rd, Napier had been appointed as a director, effective 20 April 2006.

His fourth offence relating to the misuse of the name Eden Digital Ltd occurred when he filed the online Particulars of Address document on the 29 July 2008 relating to HWA Co Ltd and its change of registered office address and address for service – both were changed to 45 Stanhope Road, Elleslie, Auckland. (The address for communication was also changed to PO Box 28051, Remuera, Auckland. All three new addresses effective 5 August 2008).

Crow’s fifth offence relates to his online Annual Return 2008 registered on 29 July 2008 where again he used the company name Eden Digital Ltd to identify himself. He gave as his residential address 15/3A Harrison Rd, Elleslie, Auckland.

When Crow completed the Consent and Certificate of Director form on behalf of new director Dermott Malley on 22 May 2006 he identified himself as Stephen Crow, Vixen Direct Ltd, PO Box 28051 Remuera.” At that time Vixen Direct Ltd was a registered company of which he was a director. No problems here.

When Crow completed the Online Particulars of Directors filed on 12 February 2008 recording that Dermott Malley had resigned as director effective 23 January 2008, he identified himself as “Steve Crow 57A Walmsley Road, Otahuhu, Auckland, the same residential address used by then current co-director Sharon Gaylene Rogers [Editor update: who resigned on 16 July 2009]. As noted, just six months later when filing the 2008 Annual Return, he used the address 15/3A Harrison Road address. No mention by Steve of Eden Digital Ltd. No problem.

The Online Returns for HWA Co Ltd for 2006 and 2007 were all filed by BDO SPICERS, Bdo Spicers, BD SPICERS, PO Box 2219, Auckland. The registered Office of HWGA that became effective on 3 September 2001 is Bdo Spicers, Level 8, Westpac Trust Tower, Auckland. (As noted, on the 29 July 2008 Crow filed a document relating to HWA Co Ltd and its change of registered office address, address for service – both changed from the above to 45 Stanhope Road, Elleslie, Auckland).

Sidefx Co Ltd (Co. No. 1391203) 100% owned by CVC Co Ltd.

Stephen Peter Crow was residing at 15/3a Harrison Rd, Elleslie, Auckland, on 4 September 2003 when Sidefx Ltd was incorporated and he became its sole director. At this time he held 1% of the company shares. Raymond Sydney Corban Simpson, also residing at the same address was allotted 20% of the shares and HWGA Co Ltd held 79% of Sidefx shares. Currently CVC Group Ltd, of which Steve Crow is one of its three directors, owns 100% of the shares of Sidefx Ltd. (the other directors are John Malcolm Carr and accountant Shirish Daddaram Vagal). Sidefx currently has the same registered office as CVC Group Ltd and HWGA Ltd – 45 Stanhope Rd, Elleslie, Auckland.

Brian Coburn Jewell also listed his residential address as 15/3a Harrison Rd when he was appointed as a second director for Sidefx Co Ltd on 5 December 2005. In an on-line entry on 12 February 2005 noting Jewell’s resignation on 31 January 2006, Crow again recorded Jewell’s residential address as 15/3A Harrison Road. At this time he recorded his own as 57A Walmsley Rd, Otahuhu, Auckland.

Sidefx is 100% owned by CVC Group Ltd of which Crow is one of three directors

Shareholding details

On 1 Set 2005 Raymond Simpson’s 20 shares in Sidefx were transferred to CVC Co Ltd. On 4 December 2005 Crow’s single share and 79 shares held by HWGA were transferred to CVC Group so that it now owns 100% of shares.

Incorporation of Sidefx Ltd

Crow submitted his “Consent and Certificate of Director or Directors of Proposed Company to the Companies Office at 19:11:29 on 4 September 2003 – with respect to the proposed company Sidefx Ltd, states: “presented by Vixen Direct Ltd [Co. No. 608726] P.O. Box 28051”. (Vixen Direct Ltd – later renamed Le Obstacles d’Armour – of which Crow was sole director, was placed into voluntary liquidation on 8 March 2006 after the business was sold off in December 2005).

On the same day three “Consent of Shareholder or Shareholder” documents were also signed and submitted by Crow on behalf of the three shareholders (see names above) and all were “presented by Vixen Direct Ltd [Co. No. 608726] P.O. Box 28051”. The registered office for one shareholder, HWGA Co Ltd, was given as Bdo Spicers. Level 8, 120 Albert St, Auckland and Crow is a currently one of two directors of HWGA but is not a shareholder.

Six offences committed under of the Companies Act relating to Annual Returns

Stephen Peter Crow submitted to the Companies Office six on-line Annual Returns (2004-2009) for Sidefx Ltd under his name “Stephen Crow Eden Digital Ltd PO Box 28051, Remuera, Auckland.” These returns constitute six separate offences under the Companies Act because there was no such limited liability company registered in this name until 26 March 2009 (Crow’s first offence occurred on 7 May 2003 and the last on 23 March 2009).

AS noted above, Eden Digital Ltd (Co. No. 2122974) did not exist as a registered company until 26 March 2009, having been originally incorporated under the name Vixen TV Ltd on 23 April 2008. A search of the Companies Register available online will prove that no registered company existed prior to 26 March 2009 with the name Eden Digital Ltd.

Five more offences committed under the Companies Act

Stephen Peter Crow used the name Eden Digital Ltd on four other documents in breach of the Companies Act. Two relate to “Particulars of Shareholding” dated 1 September 2005 and 4 December 2005. In the latter he records that his 1% shareholding in Sidefx has been transferred to CVC Group Ltd of which he is currently one of three directors.

Two more offences were committed by Crow in the use of the name “Eden Digital Ltd” in two on-line documents relating to “Particulars of Director” submitted on 5 December 2005 and 12 February 2008. In the latter one he records “Eden Digital Ltd” at the address “57A Walmsley Rd, Otahuhu” which has never been either the company office or address for service. As noted, no such limited liability company has ever been registered prior to 26 March 2009. The fifth offence relates to giving this false address.

Vixen Publications Ltd.

Steve Crow has always been the sole director of Vixen Publications Ltd (Co. No. 16299781) since it was incorporated on 10 May 2005. Its original name was Uncensored Media Ltd and this was changed to Vixen Media Ltd on 12 February 2007 before being changed to Vixen Publications Ltd on 2 July 2007. All the company shares are owned by CVC Group limited of which Crow is one of three current directors. Its registered office, like that of Sidefx, HWGA Co Ltd, Eden Digital Ltd and CVC Group Ltd, is at 45 Stanhope Rd, Elleslie, Auckland.

On 10 May 2005 Crow submitted a document – Consent and Certificate of Director or Directors of Proposed Company – with respect to Vixen Publications Ltd (Co No. 16299781) – which stated: “presented by Vixen Direct Ltd P.O. Box 28051”. Crow signed the document on that day and it stated: “I consent to act as a director of the above proposed company” [Vixen Publications Ltd].

“Vixen Direct Ltd” – its registered name from 31 January 2001 to 29 November 2005 was one of Crow’s registered companies (Co. No. 608726) at the time. He changed its name later on 15 February 2006 to Les Obstacles de L’Armour just before it was put into liquidation on 8 March 2006 by special resolution of shareholders after it had ceased trading in December 2005.

Eden Digital Ltd (formerly Vixen TV Ltd) Co. No. 2122974

Steve Crow claimed on Close Up TV One (8 July) that Eden Digital Ltd was formed out of the ashes of two companies he was sole director of: Vixen Direct Ltd (Co. No. 514464) and Erotica Expo (Co. No. 1275425), which are both in liquidation and both 100% owned by CVC Group Ltd of which he is one of its three directors. The Dominion Post (8 July 2009) repeats this falsehood when it quotes Crow as stating:

“I’ve basically consolidated Vixen, Erotica and NZX Magazine into one company and trimmed a whole lot of overheads and we’re continuing to trade”.

Eden Digital Ltd began life under the name Vixen TV Ltd and was incorporated on 23 April 2008 with three directors: Stephen Peter Crow of 57a Walmsley Ave, Otahuhu, Auckland; John Malcolm Carr of 14/31 Greenlane Rd, Greenlane, Auckland and Shirish Dattaram Vagal of 306 Bucklands Rd, Bucklands Beach, Auckland. Vagal resigned as director just before the end of the 2008/09 tax year on 31 March 2009.

By consent of the directors, Vixen TV Ltd became Eden Digital Ltd on 26 March 2009 and that new name was first registered on 1 April 2009. This re-named company has no relationship whatsoever with either of Steve Crow’s companies Vixen Direct Ltd (renamed Z4K74D Ltd) or Erotica Expo (renamed Malibu Media Ltd), currently in liquidation. They were both placed into voluntary liquidation on 27 March 2009.

Crow claims that the owner and “parent company” (his words) of both liquidated companies, CVC Group Ltd, had a prior “security interest” over the assets of both. CVC acquired all the companies stock (presumably porn DVDs at cost etc) he says, just prior to liquidation, as payment for money owed the parent company, leaving as it were, no sweet candy in the larder for any creditor. The assets were then on-sold to Eden Digital Ltd directed by Steve Crow and Malcolm Carr, both of whom are directors of CVC Group.

What a conniving candy con job! It’s business or bust!

Notes:

Crowe has 33 criminal convictions for distributing objectionable material. Source: Sunday-Star Times 26 October 2003.

See: The People Vs. Steve Crow,” by John Landrigan, North & South (Issue 207, June, pages 82-90). “Besides the porn baby [controversy], collectively he, his ex-business partner Fiona Gibb and Vixen Direct [Ltd] faced 135 criminal charges last year. Crow pleaded guilty to 33 of the lesser charges – for the distribution of objectionable material … he still faces seven regulatory infringements to a law he does not agree with.”

See Listener Feb 10-16, 2007 Vol. 207 No. 3483: Comic Relief by Staff Writers. “So Truth has been sold by Fairfax because it “doesn’t fit in with Fairfax’s other titles”. What that means is that Fairfax has gone all squeamish over Truth’s tits-and-bums style. In its heyday, the weekly boasted a circulation of more than 200,000, but that’s dwindled to 12,000 in the latest audit. Fairfax’s predecessor, INL, put up with Truth’s seedy reputation and grubby content because the paper contributed about $300,000 in profits, mostly from sex-trade advertising. Trouble was, profits struggled to keep ahead of hefty legal bills and the odd monster defamation award. The last biggie involved Ray Columbus and wife, who scored more than $600,000 from the courts; word is the case cost INL $1 million all up. The new owner is Dermot Malley and colleagues. For a while Malley owned and ran the rather staid NZ Gardener magazine, which he sold to INL in the early 1990s. Imagine the possibilities now – Sex & Spuds, Beans & Boobs, Corn & Porn … you name it.”

See: “Fairfax sells The Truth” by Andrew Janes, Press 20 Jan 2007 p. E5; “Truth of the matter” by Redmer Yska, Press 3 Feb 2007, p D2. “100-year old New Zealand Truth, once the country’s biggest selling weekly investigative and scandal sheet, was sold to a private consortium led by Hawkes Bay businessman Dermot Malley in January 2007 after its muck-raking, tits-and-bums journalism (financed by a high proportion of sex advertisements) lost its audience and sales had dropped from over 200,000 a week in the 1960’s to 12,500 at the time of sale. The new owners said they would increase its reporting staff from three to seven, “keep the sport focus, but we want to get back to the Truth’s editorial origins of uncovering scandals and standing up for the little guy.”

FOUR of Steve Crow’s porn companies of which he was sole director have gone belly up. Critics of his hard-core putrid porn promotion will be crowing loudly, but creditors, including about 30 New Zealand companies, will not be. The shrivelling of his now anaemic porno empire has left him impotent he claims to recompense any of his many unsecured creditors who are owed at least $714,000. In addition his companies owe at least $323,753 to the IRD. The debt will probably increase once the final liquidator’s reports are completed.

Crow says ‘I don’t have any obligation to recompense creditors of the liquidated companies” (Dominion Post 8/07/09). On TV One’s Close Up “Porn Industry Going Bust?” – he tried to downplay the debts, saying that most of the money was owed to creditors outside New Zealand who were still acting benevolently towards him. Surrounded by busty porn stars his message was – its business or bust!

Lloyd J. Hayward of accountants Meltzer Mason Heath is the liquidator appointed for all of his three failed companies.

The first company, Vixen Direct Ltd, an importer of hard-core porno sleaze, had its name changed by Crow on 1 May 2009 to Z4K74D Ltd (Co. No. 514464), just before the liquidator was appointed on 27 May 2009.

The Liquidator’s Report filed with the Companies Office on 3 June 2009 shows that the company owes at least $262,528 to unsecured creditors and $163,550 to IRD. The company’s sole director is recorded on the Companies website as “Stephen Peter Crow” (Steve Crow) who lists his residential address as 15/3a Harrison Rd, Ellerslie, Auckland. All company shares (100) are owned by CVC Group Ltd (Co. No. 1738154), of which Crow is a one of three directors (The other two are: John Malcolm Carr, of 14/31 Greenlane Rd, Remuera and Shirish Daddaram Vagal of 306 Bucklands Beach Road, Bucklands Bay, Auckland). CVC Group’s registered office is 45 Stanhope Rd, Elleslie, Auckland.

Before moving on to Crow’s second company that has been placed into liquidation, it is important to note that he was sole director of another porn company with the name Vixen Direct Ltd (Co. No. 1738131) which was registered on 5 December 2005. It was struck off the Companies Registrar on 29 March 2007 because its 2006 Annual Return was not filed. It was not placed into liquidation or receivership so Crow was entitled to use that name to rebrand another of his companies, which he did in late 2008. The company struck off was 100% owned by CVC Group Ltd of which, as noted, Crow is one of three directors.

On 9 December 2008 Vixen Direct Ltd – the one that had been struck off – appeared to have arisen gloriously from the smoldering ashes, like the proverbial Phoenix. How was this Miracle of miracles masterminded? Simple. Crow renamed another of his companies, namely Vixen Wholesale Ltd, as “Vixen Direct Ltd”. However, the imposter company quickly came to grief financially and was placed in liquidation, as noted, after its name was changed to Z4K74D Co. Ltd.

Chicanery involving phoenix companies came to the attention of the Companies Office enforcement agents and legislators some time ago, leading to Sections 386A to 386F of The Companies Act being amended on 1 November 2007 as part of the Companies Amendment Act 2006. A director of a company that has gone into liquidation or receivership cannot now be a director of a company with the same name. Crow cannot ever be a director of any company called Vixen Direct Ltd, Z4K74D Ltd, Erotica Expo Ltd, Malubu Media Ltd, Vixen TV Ltd, or Eden Media Ltd (see later discussion).

The second of Crow’s porn companies to be placed into liquidation is Erotica Expo Ltd (Co. No. 1275425), the operator of Erotica sex expos. On the 5 May 2009 Crow changed its name to Malibu Media Ltd just before it was placed into liquidation on 27 May 2009. This name change could be seen as yet another attempt by him to keep creditors and media from sniffing the stench of another messy company meltdown. Perhaps it was a naive attempt to try and preserve the dignity of the original company name so he could use it again – but he would be breaking the law to do so.

According to the Liquidator’s First Report dated 3 June 2009 the company owes at least $145,665 to unsecured creditors and shareholders and $18,649 to IRD. It has its registered office 45 Stanhope Rd, Elleslie, Auckland and all its shares are all owned by CVC Group Ltd of which Crow is one of three directors, as noted.

Creditors and liquidator will be very interested to learn that Crow recently boasted to the Dominion Post (8 July) that there would be Erotica expos staged later this year, one in Auckland in September and one in New Plymouth in October. Many are asking: Will Crow’s company staging these porn fests be using the $714,000 owed to his many creditors and/or the $323,753 owed to the IRD to fund this sleaze?

The third porn company Crow directed that has been placed into liquidation is Les Obstacles de L’Armour (Co. No 608726) which specialised in importing and distributing hard-core porn. It was placed into receivership on 8 March 2006 and the Liquidator’s First Report dated 13 March 2006 showed the company owed at least $307,218 to unsecured creditors. The Liquidation process in this case is yet to be completed because there are unresolved issues between the company and the IRD. The company owes IRD $141,554 in GST. The liquidator’s report indicates the cupboard is bare for shareholders.

The Dominion Post report (8 July 2009) states that Crow says both his companies Z4K74D Ltd (formerly Vixen Direct Ltd) and Malibu Media Ltd (formerly Erotica Expo Ltd)  “were 100 per cent owned by another company, CVC Group Ltd, which had sold those assets to Eden Digital [Ltd].” This is correct. But what the article fails to disclose is that Stephen Peter Crow is one of three current directors of CVC Group Ltd (Crow, Vagal and Carr) that sold their assets on to Eden Digital Ltd (Co No. 21222974) which is itself 100% owned by CVC Group Ltd.

Eden Digital Ltd, which Crow boasted on TV One’s Close Up is the phoenix that has arisen from the ashes of his companies Vixen Direct and Erotica Expo, now both now in liquidation; is currently co-directed by Stephen Peter Crow of 57a Walmsley Rd, Otahuhi, Auckland and John Malcolm Carr of 14/31 Greenlane Rd, Greenlane Auckland. It was originally called Vixen TV Limited and was registered as a company on 23 April 2008 with three directors, Crow, Carr and Shirish Dattaram Vagal of 306 Bucklands Beach Rd, Bucklands Beach Auckland. Vagal resigned as director on 31 March 2009. The company’s name was changed from Vixen TV Ltd to Eden Digital Ltd on 26 March 2009. Its registered office is at 57 Stanhope Road, Otahuhu, Auckland.

In summary: The assets of two companies of which Crow was sole director, which are now in liquidation, were purchased by a company of which he is currently one of its three directors, and then sold on to a company of which he is co-director.

What are Crow’s financial interests in Eden Digital Ltd? As noted 100% of its shares are owned by CVC Group, of which he is one of three directors. But what, if any, is his financial interest in the company?

Crow is co-director with Gaylene Sharon Rogers [Editor update: resigned 16 July 2009] of HWGA Co Ltd (Co No. 661946), that owns 40.3 % of the shares of CVC Group Ltd, which as noted owns 100% of Eden Digital Ltd.

The Companies Office records for the HWGA Co Ltd and CVC Group Ltd show Crow as director listing his residential address as 15/3A Harrison Rd, Elleslie for both, but for Eden Digital Ltd he records it as 57a Walmsley Rd, Otahuhu, the same address given by his co-director of HWGA –[Editor update: now resigned as of 16 July 2006]. 

Crow told the Dominion Post: “I’ve basically consolidated Vixen, Erotica Expo and NZX Magazine into one company [Eden Digital Ltd] and trimmed a whole lot of overheads and we’re continuing to trade.” With his “partner” Rachel in tow attending a Porn Fest in the US, he confirmed this claim with TV One Close Up. He says that CVC Group as Parent Company had a security interest in the assets of Vixen Direct Ltd and Erotica Expo Ltd, both now in liquidation, so CVC had a right to their stock (hard-core porn titles) as payment for money owed. This transaction involving CVC acquiring porn took place before the company was put into liquidation, leaving very little candy in the larder for creditors.

The liquidator will no doubt be very interested to determine the legal basis of the “prior security interest” claim of the parent company CVC Group in acquiring a mountain of hard-core porn titles etc. from Vixen and Erotica Expo, and will focus on the true market value of such stock.

On 21 May 2009 the fourth company of which Steve Crow is the sole director, was placed into liquidation – Eden Media Ltd (Co. No. 1162890) – formerly Vixen TV Ltd. An application to the High Court at Auckland from one of its creditors, PMP Maxum, has resulted in the Court appointment of Richard Agnew and Vivian Judith Fatupaito of PricewaterhouseCoopers as joint and several liquidators. The company was incorporated on 29 November 2005 and Crow became the sole director at that time.

The Liquidator’s Report dated 29 June 2009 identifies two companies – Rent Plus Funding Ltd and Vision Rental Ltd – as having “security interests” in Eden Media Ltd. The Report notes that Crow claims that his company was a “shelf company that never traded” and “advised that the entity who is indebted to the petitioning creditor [PMP Maxum] was actually Z4K74D Ltd (In Liquidation) formerly Vixen Direct Ltd.

Again, CVC Group Ltd, the company of which Crow is one of three directors, owns all the shares of another of his failed companies – Eden Media Ltd, and both companies have their registered offices at 45 Stanhope Rd, Elleslie, Auckland.

The New Zealand public and especially the creditors will no doubt be asking: Should Company Director Steve Crow, who currently has four of his companies in liquidation, be allowed by the Companies Office to continue to operate as a company director?

One wonders how many of his creditors that include over 30 kiwi companies and the IRD, will be lining the streets gawking at Crow and his busty bevy of beautiful babes on bikes when he parades his naked ambition along the streets of Auckland in September and New Plymouth in October to advertise his Erotica Expos. It’s Business or Bust for Crow!

 Footnote:

Information about Phoenix companies can be found in sections 386A to 386F of the Companies Act 1993. This information became part of the Act on 1 November 2007 as part of the Companies Amendment Act 2006.

http://www.legislation.govt.nz/act/public/1993/0105/latest/DLM319570.html

TV One Close Up News: Porn Industry Going Bust?

http://tvnz.co.nz/close-up/porn-industry-going-bust-2835557

Porn king’s empire shrivels by Andrew Janes

The Dominion Post (Business Day), page C1 Wednesday 8 July 2009

http://www.stuff.co.nz/business/industries/2573271/Porn-kings-empire-shrivels

NBR National Business Review Update

http://www.nbr.co.nz/horses-mouth/steve-crows-empire-collapse-update

Do you think that adults who are taken to court for hitting a child should be let off if they say they were disciplining the child?”

……. The kids had to push 1 if they should be let off 2 if they think they should not be let off, 3 if they don’t know and 4 to hear the question again. Just over half said they should not be let off. Many probably didn’t understand what ” let off” meant- ……..Nor is it clear whether “adults” included strangers.

They interviewed stressed kids who called the What’s Up hotline, a hotline for kids to talk about anything they wish, including abuse. While the kid was waiting to speak to a real person, they were given an automated message with the above question. That’s a little like asking turkeys on the 15 December whether they are looking forward to Christmas. There was only a 10% valid response rate.

Barnardos’ media release [on their 'research' - used to promote their Yes Vote Campaign in the Citizen's Initiated Referendum] says it asked kids about whether adults should be able to claim a legal defence for assault. They lied. They asked if adults should be let off. But if these adults are not parents or caregivers of the smacked kid they never had a legal defence [to be let off], ever. Let off means a case is dropped or they’re discharged without conviction – not merely being found not guilty. The Barnardos release also says:

Importantly, many of the callers suggested that parents should be let off with a warning or community service if they perpetrated low levels of violence against children.

How many? well, just one actually! The report provides all comments provided by the kids – quoting just 10 children, although it does provide some statements that counsellors said the kids had made. But ONLY ONE said parents should be let off with a warning, and NONE said parents should be charged, let alone prosecuted or have community service.

Barnardos should really stop lying to the media.

For more go to : http://big-news.blogspot.com/2009/06/barnardos-ask-kids-about-smacking-and.html

 They followed the initial contact with a lawyer’s letter threatening legal action. The Barnardo’s lawyer said to Maclachlan that her clients rights were violated by him purporting to be an employee of Barnardos, to officially speak for it and represent its view. Maclachlan sought legal advice and after an exchange of letters, Barnardos decided to proceed no further.

 The YouTube Title and Description for the video are as follows:

 NZ Correction Referendum: Vote Yes? No! SATIRE

BEWARE. WARNING. SATIRE. COMEDY. Renton Maclachlan conducts an in-depth, enlightening, and entertaining interview with Dennis Morris-Traveler of Baanaadoze and spokesperson for the Yes Vote campaign…

See at:  http://www.youtube.com/watch?v=QfrwuBxc5w8

 For those with a more serious frame of mind wanting concise information explaining why they should vote “No” (and NOT “Yes”) in the forthcoming Citizen’s Initiated Referendum (CIR) … view Maclachlan’s other videos on YouTube.

The NZ ‘anti-correction law’ – ‘What it says!’ – your ‘unemotional’ guide to Section 59

‘Renton Maclachlan brings a brief, clear, unemotional, analysis for Kiwis of Sue Bradford’s ‘anti-correction law’. See it for yourself and find out what it means! Be confused no more! And vote ‘NO!’ in the referendum in August!’
http://www.youtube.com/watch?v=GxiYobjbeO4

The NZ ‘anti-correction law’ – ‘Why correction is needed.’
‘Renton Maclachlan brings a clear and concise, fast paced, in your face yet unemotional, analysis of the worldviews behind both the old and the new Section 59s.’
http://www…youtube.com/watch?v=HsnT8ul2f28)