Regarding the "dispelling of the myth".

I've added a note to my previous post that me2everyone is currently in the progress of becoming a Public Limited Company. That is good news, because that would take away the dubiousness of the whole share issue (a Public Limited Company is allowed to give or sell its shares).

A me2everyone message titled "ARE WE AT RISK?"^[1] that was sent out 8th of March 2009 also correctly pointed out that as long the shares are not actually registered in your name (whether they are a Private or Public Limited Company), you do not actually own any shares and therefore have no liability. This is why they will be asking for people's actual names and address when their Beta launches (and by then they should be a Public Limited Company they say).

Edit: Before giving too much credit to them, their brochure still reads "Membership is free and every member automatically becomes a shareholder in me2everyone Limited".

Public m2e Forum - Yes Please!

There was one question along with this message that asked "Do you think we should have our own official m2e forum?" - Please do, and make it publicly accessible.

Why? Let's take this for example: Someone knocks on your house door and starts ranting "Hi! I'm John with the XYZ charity and we (long sob story here)... Would you like to donate?" If this is all that John tells you, would you hand him your money? Even without knowing if XYZ is a legitimate charity, if it is really doing the charity work this person describes, or whether John truly works for XYZ? (And unfortunately a lot of people would still say "yes").

Granted, me2everyone is not a charity, it's a company. But like the fictitious John described in the above example, me2everyone is vague at best. I honestly do not care if Mrs. Foers OBE, or Bill Gates for that matter, would be heading the company and passing out promises to free shares; if the company is vague about its business and leaves out important details, I simply cannot trust it.

So to clear things like that up, me2everyone should allow people to ask questions like "How is it that me2everyone can offer shares to the public as a Limited company?" and provide an official, public answers at an easy to find place -- such as that public forum for example. My2everyone should not have to "dispel the myths" when people are trying to figure the answers to these things on their own because they aren't provided by the company.

Here's some questions I would ask and see public answers to:

• What is (or was) Lorekai Limited' involvement with me2everyone Limited?
• Why is Lorkai Pte Limited located in Singapore, if it is basically the same company as its UK counterpart?
  
• Xen Academy spoke about compensating it members, perhaps in shares pro-rata their losses; did Xen Academy actually do this?

If me2everyone could "dispel" those myths as well, show an actual service / product and are registered as a PLC, I'd be a bit more inclined to sign up.

Why such questions?

Now why would one ask such questions? Would I ask similar questions when signing up for eBay or Facebook memberships? Of course not, because they are not giving me any shares when I sign up, and their products / services are well defined and available.

Shares are not to be taken lightly as they come with a lot more responsibility than presumed. Among the things is that dividends need to be declared. Taxes need to be paid on the dividends as well (and that's 22.5% after the 10% tax credit in the UK, depending on the income).

Also, the shareholder's name and address is on a on a register that can be inspected by anyone in the public. Section 116 of the Companies Act 2006 states that:

• A company’s shareholder register must be open to inspection by any shareholder free of charge, and any other person for a prescribed fee.
• Any person may request a copy of the register, or a part of it, for a prescribed fee.

Although one needs a 'proper purpose' when requesting an inspection of the shareholder register, the details (name, address, amount of shares) of shareholders with 5% or more shares (of the registered shares, not allotted shares) are published on the annual return. So even if a inspection request can be declined due to an 'improper purpose', the annual return cannot be declined.

By the way...

By the way, does AllAdvantage / AGLOCO ring a bell? me2everyone's members are producing enough spam, the same issues AllAdvantage had are looming. And its spin-off, AGLOCO, promised shares as instead of money, but it never delivered and closed shop.

---

References:

[1] ARE WE AT RISK? - Posted at: http://www.talkgold.com/forum/showthread.php?t=245748&page=21

"Public private shares" -- plausible?

I've been reading the Virtual or Real Shares blog post at the me2everyone blog, hoping to get a better view on how they are trying to pass private shares to the public as a Private Limited Company.

A private partner has purchased a certain amount of shares in me2everyone. Me2everyone is permitting this private partner to redistribute those shares to the members who were given an allocation on the website. Let's decipher that dubiosity:

Every Private Limited Company has a set of rules defined in what is called Company Articles. By default, these articles include a section called pre-emption rights. Basically, pre-emption rights are a set of rules that keep shares "within the family".

The Company Articles can disapply these pre-emption rights over a certain share allotment, but only according to a very specificy regulations set forth by the Companies Act. Alternatively, the pre-emption rights over a certain share allotment can be excluded alltogether. This allows the possibility for shareholders to sell their shares "outside the family".

But the clincher is that whichever allotment the Company Articles permits to be sold without any, or disapplied pre-emption rights, those shares still fall under the same regulation that prevents a Private Limited Company to sell shares to the public, effectively restricting the shareholders as well.

Pay particular attention to sub-paragraph (b) of section 755 of the Companies Act 2006

"(1) A private company limited by shares or limited by guarantee and having a share capital must not—
(a) offer to the public any securities of the company, or
(b) allot or agree to allot any securities of the company with a view to their being offered to the public."

Not only is a Private Limited Company prevented from offering its shares to the public (directly by the company itself), it cannot permit any of its allotted shares to be offered to the public (by its shareholders). It's redundant, but for a reason.

So while the shares may be sold "outside the family", they cannot be "outside the extended family". In other words, the entity being sold the shares must have a "domestic relation" to the company.

Other than this, I'm wondering what the Office of Fair Trading has to say about this due to the involvement of shares.

Edit: Apparently me2everyone Limited is in the process of changing to a Public Limited Company, done by Furley Page Solicitors, at least according to a number of forum posts such as this one. I think there's been a realisation of the "public private shares" issue. Let's see!

Note: Again -- You are to draw your own conclusions! I could be horribly wrong and missing out on something big. On the other hand, I'm a sceptical and will let everyone know what my thoughts are.

Lorekai Limited in trouble - is me2everyone as well?

Yesterday I wrote a rather lengthy blog about me2everyone Limited' ownership and its colorful history. I also included the sources which I have used as reference for the blog, which includes links to data from the Companies House.

However, it occurred to me that the Companies House database is only available between 7am and 12pm GMT (London) time, so viewers from other parts of the world might be presented with blank pages.

For those unable to view the details due to the time differences, I am posting the screen shots of the actual output for Lorekai Limited, England & Wales Companies House registration #05683113. Following is a general overview of the company status:

As you can see, the Companies House has changed its status to Active - Proposal to Strike off. This is because Lorekai Limited has so far failed its legal obligation to provide the Companies House with its accounts and annual return.

I also mentioned the change of directors to Lorekai Pte Limited, the same director (holding company) for me2everyone Limited. This can be seen here:

Also noticeable is a that on the 10th of March 2009 (upcomming Tuesday at time of this posting), a First Gazette will be published. A First Gazette, or First Gazette Notice of Dissolution happens when the registrar of Companies (the Companies House of England & Wales in this case) has reason to believe the company is no longer carrying busineses or is not in operation^[1].

It will start a 3-6 month process, starting with the First Gazette, which is a publication in the London Gazette and a notice to the company owner. Another notice will be sent to the company owner and if no response was received, the Companies House will strike it off its records and post another publication in the London Gazette, making it official the company is no longer in business (and permitted to do so under that registration number).

It looks like Lorekai Limited' future is a bit... bleak, shall we say?

---

References:

[1]: Dissolution prior to winding up - Source: http://www.insolvency.gov.uk/freedomofinformation/technical/TechnicalManual/Ch37-48/chapter38/part1/part_1.htm

me2everyone - it is a liability, not an asset

In recent weeks, there seems to have been an explosion in the world of viral marketing. With e-mails, IMs, twitters, blogs and what have you from people you barely know, telling you that "something incredible has arrived!". That is, a company called me2everyone is giving away company shares.

After making a comment at About.com and looking further into this "something incredible", things are indeed becoming a bit too incredible. For instance, as a registered UK Private Limited Company, it cannot offer shares publicly^[1]. Yet, me2everyone Limited is offering shares to members signing up at its website at me2everyone.com.

Now let us pretend that through some quirkiness of British law, the company is allowed to offer shares as they are doing now. The Terms & Conditions at the me2everyone.com website contains an important section regarding those shares (quoted directly):

We confirm that me2everyone or one of our connected partner will pay the par value on each of these shares and that you will not be liable for any payment for the shares.

A quick read and your first thoughts might be "Oh, I don't have to pay for these. Cool!". That is not the case however. The terms and conditions clearly state "... me2everyone or..." and "... will pay...". It does not state anywhere that the shares are already paid for, just that they will be paid some time in the future by someone me2everyone is not even sure of yet!

So what does that mean to you? It means that as long as you are the owner of these shares and they are not paid for, you will be liable for paying for them. Simply put: they are a liability, not an asset.

For example, let's say you have earned yourself a million of these £0.001-valued shares, and a week later me2everyone goes into debt. As your shares are not paid up, you will be asked to pay for them -- and it is one of the first things debtors will go after to reclaim their losses. And remember, even if you had a share physically in your possession, it does not mean it has been paid up.

Given that, one million x £0.001 is a thousand UK Pounds. For many, this is quite a lot of money. Now multiply that by me2everyone's allotted shares (18 billion), and they can rake in at least 18 million UK Pounds from the gullible people that have signed up and received shares.

LoreKai

The owner of me2everyone Limited operates from LoreKai House, which literally is a house: a modest semi-detached bungalow^[5] located on a quiet cul-de-sac in Bridge, Kent, UK^map. A quick search found that a company Lorekai Limited is also registered at this address.

Lorekai Limited changed its name from Schools Enhancement Network Limited in November of 2006^[2] (the same year Lorekai House was purchased^[3]). The registered office for Schools Enhancement Network Limited at that time was located at 30 King Street, Tredegar, Blaenau Gwent NP22, UK^{[4] map}.

After the name change to Lorekai Limited, the registered office was at the Albion House, 163-167 King Street, Durkinfield, Chesire, SK16 4LF, UK^map until the 15th of July 2008 when it was changed to its current address (Lorekai House).

Lorekai Limited has its current prinicipal business listed as Activities of households as employers of domestic staff^[4]. The company has not been required to publish its accounts in the past, which can only be if the annual turnover is £5.6 million or less AND the balance sheet is £2.8 million or less^[6].

Currently, Lorekai Limited is overdue for both its annual return (since 18th of February 2009) and for its accounts (since 30th of November 2008). Companies House has changed Lorekai Limited status to Active - Proposal to Strike off^[7].

On the 11th of November 2008 director Estelle Evans resigned and was replaced by Lorekai Pte Limited of 20 Cecil St, #14-01, Equity Plaza, Singapore 049705.^[7]

Lorekai Pte Limited was formed on Lorekai's behalf by a company called Rikvin. Rikvin specialises in the formation of new businesses mainly for the purpose of obtaining a EntrePass Visa, which entitles entrepreneurs with companies in Singapore to reside there.

Xen Academy

Some of me2everyone's e-mails sent out by its members mention World Park and Xen Academy.

Indeed, Lorekai Limited is closely associated with Xen Academy Limited. Xen Academy Limited began its life in 1999 as a Private Limited Company under the England & Wales Companies House registration #03721979^[8], and was located at Chester House, 11-13 St. Peters Street, Ashton-under-Lyne, OL6 7TG, UK^map.

The company stopped official business in June of 2002 and published its last annual return to the Companies House in 2004, exempt from having to make them public. In 2006, the Companies House struck Xen Acadamy Limited from its records as dissolved^[8].

The Xen Acadamy website, which still exists at www.xenacadamey.net, lists Xen Administration Centre c/o LoreKai Limited at the address 163-167 King Street, Durkinfield, Chesire, SK16 4LF, UK (LoreKai Limited's address prior to June 2008) and is seeking information in order to compensate its members, with a maximum of £700,000. Where these compensations will come from is quoted directly from said website:

"Once done there are two ways forward: we can create a new "XEN" company, with assets and an income stream, where members have shares pro-rata to their losses in the old Xen. Or alternatively we can provide assets and an income stream directly to members. These assets will come from new trading within the LoreKai / World Park group."

World Park

World Park Limited is currently registered at the same address as Lorekai Limited under the Enland & Wales Companies House registration number #06329162^[9]. It is also a Private Limited Company, which was founded in July of 2007.

World Park Limited advertised in February 2008 that it was seeking investments of a minimum US$250,000 to create "a new resort on a 22000 hectare estate in Namibia". The contact persons listed are David Cundill and Michael Leonard.^[10]

The details of World Park Limited are otherwise not as detailed. Its website is currently a placeholder for RackSpace, a web hosting provider. However the Internet Archive Wayback Machine shows a web page for the 7th of February 2005 (prior to the Lorekai Limited name change) with the following contact details^[11]: LoreKai Limited, Dept WP, 3000 Aviator Way Manchester, M22 4TG, Phone: +44 870 734 5700, E-mail: info@se-net.co.uk.

The address, 3000 Aviator Way is a building owned by Regus, a company that specialises in virtual offices around the world.

Schools Enhancement Network

The website listed on worldpark.tv's arvhived website, se-net.co.uk, is no longer in existence, however the Internet Archive Wayback Machine shows several pages for The Schools Enhanchement Network, Ltd. ^[12] (the company name of Lorekai Limited prior to its change). Its main page of June 10th 2006 is quoted:

"Launched in 2006, the Schools Enhancement Network aims to deliver new financial resources into schools across the UK. This will be achieved through a fresh energy efficiency initiative and a powerful new market awareness drive linking into local business.

Our full-feature website launches in May 2006 giving teachers, parents, pupils, businesses and members of the community a dynamic and exciting place to improve innovation and make real lasting changes to education in the United Kingdom."

The last record page for this website was 1st of February 2007, containing the same page as the the one created June 2006.

MYMoneyTree.tv

As mentioned earlier, Lorekai Limited changed its director to Lorekai Pte Limited of Singapore (a company can be a director, such as a holding company for example). LoreKai Pte Limited of Singapore is also the director of me2everyone Limited, and owns MYMoneyTree.tv. It supposedly connects its members to entrepeneurs, allowing the members to provide loans repayable in 6 to 18 months.

While the main site is currently "closed for 2 months", various other webites give some insight into this company, such as the original web designer for the MYMoneyTree.tv website^[13], Creative Mediapulse. There, MYMoneyTree.tv is boasting a featured project that appears to be quite similar to World Park:

"Imagine walking on a 54000 acre estate to see a giraffe drinking from the pool. Imagine being in a luxury villa just a few hundred yards from the signature golf course. Imagine real tranquility on an estate that created $1.4bn in revenues."

Furthermore, the website's FAQ associates the entrepreneurs with the Complete Earth Foundation registered in the Bahamas and the following people:

• Michael Leonard (Founder)
• Estelle Evans (Assistant Director)
• Neal Evans (Director)
• David Lewis (Company Secretary)
• Ragini Dhanvantray (Director)
• Bob Manes (Director LoreKai USA)
• Alan McDonald (Special Advisor - UK)
• Alan Clements (Special Advisor - UK)
• Tim Fielding (Special Advisor - Australia)
• Maureen Foers OBE (Special Advisor - UK)
• Abdelrahman Fares (Special Advisor - Jordan)
• Barry Tait (Special Advisor - NAFTA)
• Boulat Rafikov (Special Advisor - Africa)
• Raju Mathani (Special Advisor - Chile)
• Sam Davidson (Special Advisor – Western Europe)

Some of the people

Michael Leonard is mentioned as the founder of MYMoneyTree.tv and me2everyone Limited. Michael Leonard is also the registered contact for the Lorekai Pte Limited.

Estelle Evans used to be the Director of Lorekai Limited^[7] before being replaced by Lorekai Pte Limited. Estelle is apparently the wife of Neal Evans. A Plaxo page under the name Neal & Estelle Evans^[14] shows Dave Cundill as one of the connections.

Dave Cundill was one of the two mentioned contact persons for investments in World Park Limited^[10]. Dave Cundill is also part of the me2everyone Ripple Team^[15].

Ragini Dhanvantray is the CEO of Rikvin^[16], a company that specialises in the formation of companies for the purpose of an EntrePass Visa in Singapore. It am not sure if Ms. Ragini was rightfully mentioned as one of the directors. During the formation of a company through a third party, a temporary director appointed by this third party until the client takes over this position. This is to speed up the paperwork process for new company formations (as the temporary director can sign all the documents required on the client's behalf).

David Lewis is listed as the technical contact for me2everyone.com's domain name, as well as the actual property owner of Lorekai House.

Bob Manes was the president of MoonCell, Inc. of 206 Tyler Von Way, Fredericksburg, VA 22405 USA^map. MoonCell focused on "integrated wind-solar energy units and advanced LED luminaries for use at the small to medium scale"^[17].

MoonCell appeared to be quite operational in 2004, with a government contract for solar electric power systems valued at US$27,210 and indoor/outdoor electric lightning fixtures valued at US$ 96,000^{[18] [19]}. This in contradiction to Xen Academy's remark, quoted from www.xenacademy.net: "... in 2002 one of those technologies (MoonCell) collapsed and Xen's future (so tightly connected to MoonCell) seemed bleak. Two years later trade creditors refused to accept a repayment package and suddenly Xen herself was no more".

Although MYMoneyTree.tv mentions a LoreKai USA, there is no such entity, thus its unlikely Bob Manes was actually appointed as the director. MoonCell, Inc. ceased its operations in 2007^[20]

Maureen Foers OBE, also mentioned in me2everyone documentation and emails, is the Managing Director of Durban Ltd., a company that focuses on business support and development. She is also a Director of the Humber Economic Partnership. Maureen Foers is also listed as director of me2everyone Limited as of 6th March 2009.

There is no known Complete Earth Foundation, though registrations details in the Bahamas, like other off-shore registrations, are difficult to obtain.

Note: All the mentioned details were found in the public, and the references are provided below. You are to draw your own conclusions regarding any of these companies.

---

References:

[1]: Section 755, paragraph 1 of the Companies Act 2006: "A private company limited by shares or limited by guarantee and having a share capital must not— (a) offer to the public any securities of the company, or (b) allot or agree to allot any securities of the company with a view to their being offered to the public." - Source: http://www.opsi.gov.uk/ACTS/acts2006/ukpga_20060046_en_43
[2]: Lorekai Limited name change and details regarding its current principal (core) business: http://mintportal.bvdep.com/MintPortal-HJCJAIFIGIIIDIBIBIDI.urk
[3]: Sale Date of 5 Windmill Close, Canterbury is listed as 21/04/2006 - Source: http://www.houseprices.co.uk/windmill-close-bridge-canterbury-ct4/
[4]: Old address of Schools Enhancement Network Limited source: http://www.google.com/search?hl=en&q=%22SCHOOLS+ENHANCEMENT+NETWORK%22
[5]: A property for sale on Windmill Close, Canterbury: http://www.propertyfinder.com/cgi-bin/rsearch?a=o&id=502812278
[6]: Accounts Filing Exemptions "(5) Are there special rules for small and medium-sized groups?" - Source: http://www.companieshouse.gov.uk/about/gbhtml/gba3.shtml
[7]: The Companies House document search for Lorekai Limited #05683113: http://www.thecompanymerchant.co.uk/cms/companies-house-search?companyid=05683113&doc=y
[8]: The Companies House document search for Xen Academy Limited #03721979 under dissolved companies: http://www.thecompanymerchant.co.uk/cms/companies-house-search?companyid=03721979&doc=y
[9]: The Companies House document search for World Park Limited #06329162: http://www.thecompanymerchant.co.uk/cms/companies-house-search?companyid=06329162&doc=y
[10]: A Google cached page title "Better Profit for Smart Investors - Entries Tagged as Business Opportunities", with details of "World Park Program:Latest Developments" posted on 20th February 2008 (actual site inoperative): http://tinyurl.com/8mjmut
[11]: Wayback Machine archive for World Park, dated 7th of February 2005: http://web.archive.org/web/20071028103040/http://www.worldpark.tv/
[12]: Wayback Machine archive for The Schools Enhancement Network, date 10th of June 2006: http://web.archive.org/web/20060421093633/site.se-net.co.uk/
[13]: MYMoneyTree.tv website as created by its web designer: http://www.mediapulsetech.biz/moneytree/
[14]: Neal & Estelle Public Profile at Plaxo: http://www.plaxo.com/directory/profile/51541401575/f904ccd0/Neal+&+Estelle/Evans
[15]: A blog post showing David Cundill as a Ripple Team member: http://makethousandsw10.blogspot.com/2009/02/hello-carol-thankyou-for-your-completed.html
[16]: Press releases that mention the CEO of Rikvin: http://www.rikvin.com/Singapore-Company-Registration-Press-Release.html
[17]: Details regarding MoonCell, Inc.: http://www.sbrd.net/dir/OrgDetails.cfm?oid=270
[18]: MoonCell, Inc. government contracts for 2004: http://www.governmentcontractswon.com/department/defense/mooncell_inc_138127951.asp?yr=04
[19]: MoonCell, Inc. government contracts for 2003-2004 (located near the bottom of the page): http://www.city-data.com/zips/22405.html
[20]: Company changes identified by 4specs.com: http://www.4specs.com/s/changes/changes_2007.html