Monthly Archives: September 2015

Shadow Directorship and Boiler-Room Management

Shadow Directorship

According to the UK Companies Act 2006, a shadow director is a person or corporate body which, although not officially appointed to the Board of Directors, controls or influences the management of the Company.

In the UK a shadow director is subject to the same duties and obligations as duly appointed directors of the Board.

Interestingly, many shadow directorships are only discovered when a problem is identified. For example, where the Company has entered into a substantial property transaction with the shadow director and the relevant shareholder approval was not obtained, or where the shadow director finds himself facing civil or criminal liability following a claim that his actions amount to reckless or fraudulent trading.

Companies, and those offering advice to Companies, must therefore be vigilant in identifying shadow directorships and ensuring that the prevailing legal requirements are met.

A shadow director will not be released from their duties and obligations simply because the shadow director, or their Company, was unaware of the existence of the shadow directorship.

Recent court cases in the UK further indicate that an individual whose involvement is only restricted to certain decisions could still be considered a shadow director and that liability for shadow and de facto directors prevail.

Eclipse companies’ shadows and stars

The UK-citizen, Paul John Hayward (PJH), the Boiler-Room Principal well covered on this blog, is a shadow/de facto director, under conditions concealed to the public. Would he have maintained his role as shadow and de facto director under UK jurisdiction he would be in deep trouble.

Now Hayward is not registering the companies to which he provides influences on as shadow and de facto director in the UK but preferably in Thailand.

Recently Hayward made a statement through the Board, Crawley Town FC, that his company, Eclipse, was formed in 1998 and employs 3,000 people.

CDV have tested this statement and concludes, after examining 100+ company data (October, 2014) from the Thai business registry, that Hayward is not a registered shareholder of any Eclipse-named company in Thailand nor a registered executive. He is not even a registered shareholder or executive of any of the many companies linked to the core Eclipse-companies being registered in Thailand.

If Hayward then withholds that it is” his” company it only remains one possibility – he is maintaining his influences as shadow and de facto director, a fact being concealed to the public.

However, CDV have made an interesting discovery, namely that relatives of PJH appear in several Eclipse-related companies in Thailand.

His mother, Valencia Joanne Hayward, owns 30% of the shares in Hospitality Contracts Co. Ltd., a sister company to Hospitality Venture Group Co. Ltd. (Company Registration No. 0105544071348) which was formed in July, 2001 and the initial business instrument used by Hayward to launder dirty Boiler-Room money into the hospitality sector in Thailand.

Boiler-Room profits earned and hidden and taxes foregone

Boiler-Room profits now started to expand and Hayward needed quasi-legal vehicles to launder money at increasing scale. Even Thai Authorities were cheated by the company formations as the Boiler-Room Offices did not pay any other tax than on rented office space – not any salary tax, social security tax or annual tax. The Boiler-Room administration got concerned about the situation when the Thai Tax Authorities were expected to arrive to one of the Jackson Cole Boiler-Rooms in Bangkok, as illustrated by this retrieved manuscript below:

Tax visit to BR in BKK

Soon PJH had cash flows from criminal boiler-room money coming from faked companies such as, Smith-Fairchild and Jackson Cole, operating out of Bangkok and Phnom Penh, as illustrated by the snap-shot situation, April-May 2003, and captured from the BR administration:

BR revenues BKK

Money were deposited at bank accounts in Hong Kong (HSBC, Bank of East Asia, and Chinatrust Commercial Bank) as well as in safe deposits in Casinos in Bangkok.

Note the 109,700 USD to be transferred to” P.H.” on May 19, 2003 -” P.H.” being the acronym of the alias, ”Paul Hilton”, used by PJH and 124,771 USD to be sent to ”Hans”, i.e. the Swiss citizen, Hans-Eric Wachter, who became a business partner and Boiler-Room associate with PJH.

The circular pattern of directorship

Returning back to the Hospitality Contracts’ business formation, registered in April, 2003: Valencia Joanne Hayward used the residential address, 23/2 Soi Methi Niwet, Khlong Tan, Khlong Toei, Bangkok, when she registered as shareholder. This address happens to be the same as Michael Doherty’s residential address, PJHs business partner with Eclipse.

The Thai business registry includes two core Eclipse-named companies of interest, Eclipse Restaurants Co. Ltd. and Eclipse Management Co. Ltd. None of them includes PJH as shareholder or executive.

Eclipse Restaurants Co. Ltd. was registered in March, 2009 (Company Registration No. 0105552029509). The Thai Business Registry though maintain records of Eclipse Restaurants being misspelled in English, ”Eclipse Reataurants Co. Ltd.”, wherefore the entity cannot easily be searched.

This company is recorded with three shareholders, namely CEC Holding Co. Ltd. (91.5%; Thai), Eclipse Management Co. Ltd. (7.5; Thai) and Mr. Darren Williams (1%; UK).

The majority shareholder, CEC Holding Co. Ltd., is also registered by the Thai business registry (March, 2003; Company Registration No. 0105546028318) which includes the following three shareholders: Wagon Shop Co. Ltd. (50%; Thai), Silverdale International Holdings (49%; Panama) and Ms Charinthon Thawaiphon (1%; Thai).

The shareholders of the majority owner of CEC Holding Co. Ltd., namely Wagon Shop Co. Ltd., are: Ms Charinthon Thawaiphon (74%; ThaiI), Mr. Darren Williams (25%; UK), and Silverdale International Holdings (1%; Panama).

 A Panama-registered company and directors

Silverdale International Holdings S.A. was registered in February 2006 in Panama (Company Registration No.: 518211) with Silvio Perlino, Angelo Bonanata and Gianpiero Abellonio as Directors. They all appear as Directors of 100+ management, venture and investment companies registered in Panama and are also registered as co-directors of the same companies in many instances. Interestingly, these director names yield Internet trails to people having the same names and known as Monaco-based financiers.

The observant reader have probably already discovered the circular ownership pattern circumventing the Eclipse Restaurants company. For example, CEC Holding is a majority shareholder having Wagon Shop as shareholder and with Silverdale International being a shareholder of both CEC Holding and Wagon Shop.

The company and domain sliding away from the Internet

Irrespective the dimension of shadow directorship examined in this context, the Thai ”Eclipse” company, referred to by PJH through the CTFCs Board, is now identified with:

– having a website, eclipse.co.th, which only generates a ”Server not found” error, an issue which would cause immediate concern for anyone running a reputable firm. The domain, eclipse.co.th, has recently been deleted according to WhoIs records.

– a GM, Michael Doherty, who cannot any longer be contacted via his business address at eclipse.co.th

– broken linkages on the Internet and its facebook page (https://www.facebook.com/pages/Eclipse-Restaurants-CoLtd/160439210679925)

Eclipse Restaurants Co. Ltd. further appears as the major shareholder (90.196%; Thai) of the company, Bletchley Park Co. Ltd., registered in July 2008. The other shareholders include Mrs Sumali Chintanukun (9.797%; Thai) and (again) Mr Darren Williams (0.007; UK). This company is now recorded as defunct

A brother and sister-in-law

PJHs brother, Ryan Mark Hayward, appears as shareholder in the Thai-registered company, Holte Asia Co. Ltd. This company was registered in April, 2009 (Company Registration No. 0105552035550). He (UK) is recorded with 49% of the shares and his wife, Phairin Hayward (Thai), is registered with 43% of the shares. A Mrs Pakwadee Klawikorn (Thai) is registered with the remaining 8% of the shares.

Ryan Mark Hayward

Ryan Mark Hayward

 

Phairin Hayward

Phairin Hayward

Eclipse Management Co. Ltd. is registered in Thailand in Sep. 2005 (Company Registration No. 0105548121820) and having the following shareholders: Michael Thomas Doherty (49%; UK), Ms Naphatson Rattanabunthian (50.98%; Thai) and Mrs Manita Kunagonreuangkit (0.02; Thai). Mr Doherty’s address here is not consistent with his presumed residence at 23/2 Soi Methi Niwet (Soi Sukhumvit 24) a/k/a “Doherty Residence”. It is however the address of Plato Co. Ltd. (dissolved), which had Doherty as a principal.

The original company instrument used for PJHs laundering of Boiler-Room Money, Hospitality Venture Group Co. Ltd., originating in 2001, Is recorded with the following shareholders: Eclipse Restaurants Co. Ltd. (86.27% preferred shares; Thai), Mrs Denise Lamb (13.725% preferred shares; US) and (again) Mr Darren Williams (0.007% preferred shares; UK). This company is recorded with the same business address as Scruffy Murphy´s in Phuket. The Scruffy Murphy´s Irish Pub in Pukhet is known to be owned by PJH.

Summary

This short analysis makes it clear that:

1. PJH does not appear as shareholder or executive of companies linked to ”Eclipse” in Thailand, referred to by him through the CTFC Board’s meeting recently (http://wall.crawleytownfc.com/Event/Reds_Wall_2?Page=346). Influence and power are maintained by shadow and de facto directorship concealed to the public.

2. Relatives to PJH, i.e. his mother, brother, and sister-in-law, occur as executives and shareholders of Eclipse-related companies registered in Thailand

3. The Eclipse company(-ies) have a circular shareholder pattern much like a Russian Doll appearance.

CDV have gathered and analysed more than 100 Thai-based companies which are nested with one another to form the Eclipse Group of companies where money laundering via criminal Boiler-Room operations occur.

CDVs wealth of due diligence will now be handed over to relevant national and international Police Authorities as the fraud syndicate with PJH as main Principal have maintained to reject any settlement procedures. CDV knows through due diligence received that the fraud syndicate have had several internal meetings in Bangkok to discuss the situation vs. CDV also at points in time when Glendon R. Bullard and Mark S. Hutcherson (now being both reported dead) were involved.

PJH has maintained his argument that no monmey is going to be returned to the defrauded victims as he believes there are no trails left proofing his involvement as Boiler-Room Prinicpal. CDV is up to disproof this statement.

CDV have verifications proofing that PJH has received the first Demand Letter issued on behalf of CDV. There are further voice recordings archived in which PJH admits and recognize the Demand Letter. He has not at any time disputed the accusations made against him by CDV.
//The Consortium of Defrauded Victims (CDV)

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Boiler-Room worker indicated to have killed Thai Police

On April 15 2015 at 2.40 am in the morning a 24 year old Thai Police Lance Corporal, Wiroon Srinarong, a border patrol policeman, was killed on his motorbike when a speedy Mercedes Benz hit him near the Hua Hinh Hospital. The body of the Police was found some 200 m away from the car.

Pol Lt Nonthawat Thongkham, who was on duty at that time, and rescuers of the Sawang Hua Hin Thammasathan Foundation, arrived to the scene.

They found a two-door retractable-roof Mercedes Benz car with Bangkok license plate at the scene. The front was badly damaged and the car’s air bags had been deployed. Its wind shield was broken and its engine oil leaked but it did not catch fire.

 

Crashed car

http://news.thaivisa.com/thailand/british-tourist-kills-police-in-crash/50589/

Nonthwat interrogated the car driver (a Brit) who stated that he was speeding his car from his residence in Cha-am to Hua Hinh and the policeman made a sudden u-turn at the sport cutting into his way and making it impossible for him to stop his car in time.

Suffice to say, the car had to have considerable speed to cause the killing and damages on the car itself and the motorbike being tossed around.

So far this story just represents another flake of tragedy happening everyday on Thai roads, so why is this case highlighted on this blog?

The interesting part starts from here and onwards. Thai media reported collectively that the driver was a British citizen and tourist, John Alexander, age 44.

John Alexander, a British tourist driving a speedy Mercedes-Benz at 02.40 am in the morning near Hua Hinh Hospital? Really?

According to due diligence received by CDV, the driver was indeed a British citizen but not a tourist and not having Alexander as his surname. The driver was rather a John Edmonds a/k/a” Jeeves” who has been a Boiler-Room employee and Office Manager for at least 10 years working with criminal sales of faked and fabricated securities from offices in Bangkok, Kuala Lumpur, Jakarta and beyond. Mr. Edmonds a/k/a ”Jeeves” has been a long-time employee of fraud syndicates managed by Paul John Hayward, Mark Stephen Hutcherson (US citizen who passed away in Plano, Texas, in June this year) and Associates.

At around 2003-2005 ”Jeeves” worked as Office Manager (”Team Two”) at Boiler-Rooms operating in office space rented from Tlway Texco, a Malaysian and Singaporean company used as a front cover and having a CEO, Tabaruk Abdullaev, who made partnership with the fraud syndicate. ”Jeeves” shared his management position with the US-citizen, Jack Fletcher Prather.

The influx of foreign boiler-room workers was concealed to the Malaysian Authorities by a sister company, Tlway Holidays, pretending to arrange tourist and holiday travels.

”Jeeves” was recruited as Boiler-Room Manager by Paul John Hayward/Mark Stephen Hutcherson and located at the office in Menara TA One in Kuala Lumpur.

 

Menara TA One

Boiler-room office located at the fashionable Menara TA One
in Kuala Lumpur.

This is “Jeeves” during the Boiler-Room workers’ fun life in Kuala Lumpur:

Jeeves KL

The fraud syndicate were having administration and sales of faked/fabricated securities from four other offices in Kuala Lumpur at that point in time, one at Menara Pan Global building, two at Phileo Promenade, and one at 31st floor, Wisma Goldhill.

Some 110-140 workers were employed at the four Boiler-Rooms in Kuala Lumpur. There was an additional Boiler-Room office located at Pilau Penang, Malaysia.

The Boiler-Room Office layout at Menara TA One is illustrated below:

Menara TA One office layout

 

The Account Openers (AOs) had a sales target of 60,000-70,000 USD to be reached every day. Lists with Client names to be cold-called by the AOs, some 500+, arrived on a daily basis from Bangkok.

The Tlway Admin provided support to the Boiler-Room teams by calling Hong Kong every morning to get the latest weather forecast as the AOs pretended to call from Hong Kong.

The working environment in the Boiler-Room office is illustrated below:

BR worker 1

Boiler-Room worker, ”Jack” possibly from Romania, employed at the Menara TA One Office. Note the dollar signs and the sheets separated from the handbook, Dialing for Dollars, on the wall behind and used by the Account Openers when cold-calling.

 

BR worker 2

”Andre”, Romanian citizen, who has worked for Paul John Hayward at many Boiler-Rooms In the Philippines apart from his job in Kuala Lumpur (2003/2004). In late 2009 he was working in a Boiler-Room located in Makati, Manila, and indicated to have been managed by Paul John Hayward.

 

Johnny KL

“Johnny”, Johnny Templeton, UK citizen. Deceased. Reported to have made huge incomes from Boiler-Room sales of faked/inflated securities. Re-located to the Wisma Goldhill Office by the management.

Funds paid by victimized Investors were transacted into a receiving bank account. It would immediately be moved to a 2nd bank and then to Bangkok and/or Kuala Lumpur but often large amounts of cash were delivered to the TLWAY SDH. BHD, Head Office at Menara TA Towers by the money launderer, Habib. He is a local Malaysian who owns a local money exchange. An Indian-Malaysian, Perumal, was regarded as the Tlway accountant and thought to be involved with Habib in the laundering of the money.

What happened with ”Jeeves” after the Boiler-Room feast in Kuala Lumpur? He is indicated to have returned to Bangkok and worked with Boiler-Rooms since many years. He has a Thai girlfriend/wife and at least one child.

”Jeeves” is nick-named ”Posh Cunt” by Boiler-Room workers as he likes to pretend to sound like a well-behaved Englishman on the phone. He is known to present himself as the VP of Institutional Trading and has made a profitable partnership with the UK citizen, ”Twitchy”, who often would follow up on ”Jeeves” call.

”Twitchy” has been employed by Paul John Hayward for many years and has been one of the most successful senior fake salesman earning millions of USD and investing in property in Thailand. ”Twitchy” is now stated to have abandoned the Boiler-Room scene, possibly due to initiatives like  CDVs blog and naming-and-shaming on other Internet sites.

The Thaivisa thread about the incident with the Thai Police being killed in April this year includes one comment which is probably more on spot than most others:

The only John I know in Chaam who drives a Merc is a nefarious character always bragging about how he rips people off in Bangkok (boiler rooms)”.

This story is not the only one where ex pat Boiler-Room employees are reported/indicated to have killed or injured people on the roads in Thailand. The socioeconomic impacts of the Boiler-Room industry in Thailand are, suffice to say, far wider than the monetary values and griefs caused by the rip off from investors abroad.

//The Consortium of Defrauded Victims (CDV)

Updates on Paul John Hayward

This time the Consortium of Defrauded Victims (CDV) provide some updated information concerning the Brit and Boiler-Room principal, Paul John Hayward. His Date of Birth and Place of Birth have been confirmed and are now included in the document retrievable from this site. You can find the document and read about him here -see previous articles and links.

The updated document also includes some information about Hayward’s known financing in secrecy but in partnership with the Irishman Michael Doherty, of the Crawley Town FC in the UK. The financing represents an estimated five million since 2011, poured into the football club without any known demands than to keep the financiers having a low profile.

This episode, well covered by andrew-drummond.com, should become of interest to British Media as well as legal agencies as the matter of possible boiler-room generated cash flows now enters into UK jurisdiction. The City of London Police were in fact searching for Mr. Hayward during the previous Netspan Inc. – The Roth Group boiler-room investigation, but did not succeed at that point in time to identify him as they were looking for the wrong “Paul Hilton”, an alias commonly used by Mr. Hayward.

CDV have received statements from several informants who, independently from one another, confirm that the Paul Joihn Hayward spotted around the Crawley Town FC stadium is identical with the physical person who e.g. arrived on a regular basis at the boiler-room administration in Kuala Lumpur (2005/2006), when the fraud syndicate rented office space from the Tlway Texco company. Former boiler-room employees also confirm that the photos represent the same physical person who have managed investment fraud operations at large-scale from early 2000 until present time.

It has also become known to CDV that Mr. Hayward has recently requested legal services from a law firm in Ipswich, Gotelee Solicitors. Gotelee have sent letters to Andrew Drummond as well as the Crawley Town FC.

In light of this CDV would welcome Gotelee Solictors to: (1) conduct an in-depth Customer Due Diligence check on Mr. Hayward, in accordance with current anti-money laundering and terrorists financing regulations and as regulated by Chapter 4, Law Society (UK), and (2) they should also confirm they are satisfied that the funds they have received from Mr. Hayward, in respect of their services originate from a legal source and are not the proceeds of crime.

The fraud syndicate will be further exposed in coming articles.

//The Consortium of Defrauded Victims (CDV)