Science, People and Politics Ltd. prepares for investment.

Science, People and Politics Ltd (Co. No. 0590-1911). Registered office address, 165 Longfellow Court, Mytholmroyd, Hebden Bridge, West Yorkshire, HX7 5LG, UK. Registered in England and Wales.

by Helen Gavaghan.

I am directing this press release be published at the earliest opportunity.

In reviewing the company's records preparatory to:-

a) Opening a corporate bank account; and
b) An EGM to alter the articles of association,

I have encountered so far two issues that I think mean I ought to have a discussion with my co director (Fred Pearce), but I have been unable to reach him and am, therefore, unilaterally reappointing myself as the company's finance director and as its temporary acting managing director working within the framework set by my co-director, Fred Pearce, when he was the MD, that there is no point to the company if it is not trading. The company is not and never has been trading. And in respect of trading there is an issue that needs resolving concerning accounts submitted to HMRC. They sent me a copy. I was unaware the company had sent one to them.

The company owns copyright in published material and continues to acquire copyright by efforts external to itself, ie copyright in published material by a bona fide publisher (me).

The company has issued no invoices and it has received no invoices.

he company has no current intent to issue invoices or to incur expenses that will lead to it being invoiced. I have made out cheques essential to the company's existence.

The company is expecting to receive an invoice for £200.00 from Helen Gavaghan (majority shareholder in the company) and/or GavaghanCommunications once the company has either the cash or money in a bank account to pay that invoice. If Helen Gavaghan can justifiably write off that debt and/or legally turn it into a loan she will do so.

Circumstances with respect to Calderdale Metropolitan Burrough Council, with which my professional relationships are to the best of my knowledge now in good order, mean that it is more likely than not that the company will receive this invoice. But the invoice will be issued by me (Helen Gavaghan) at a time when receipt of that invoice does not damage the company. It is possible I will simply invoice myself if I am given rather than earn £200 and would then declare that as income and write off the £200 owed by the company ie cancel its debt to me. I would take accounting advise.

Had the work not been undertaken there would have been no company to invoice and that would have been unfair to the company and its officers. In the event of sale of the company before I have invoiced the company or before I can justifiably write off its debt to me I would then invoice the company subsequent to the sale.

There is a similar invoice due from Adrian Broadbent for a sum of £15.00.

I do not know Mr Broadbent's invoicing intentions.

I have taken no accounting advise in this matter but am ploughing through some 40 hours of workshops with HMRC. These workshops have made clear to me that a line item in a company business plan for an accountant is wholly justifiable. Though chartered status is not required for a private limited in company in the case of this company I think chartered status might be justifiable no matter how little goes through its books.

The company has a trading loss, according to HMRC, of £25 which I was surprised to see. It ought not to be showing a trading loss of any kind with respect to HMRC and I need to reconcile my cheque book stubs with my bank account because the company is NOT trading and the bill would have come to me at my home. No bill was lost in the post and no bill was posted and, as far as I know, no bill was issued. If one was issued I not the company ought to have been invoiced. There is no reason at all why I would not know if such an invoice existed. I have already had discussion with HMRC on this topic and they have told me to sort out the situation and they sent me a copy of the relevant paperwork which I did not submit to them nor did Mr Pearce. I am seeking clarification as to which contract it is thought I might have signed or a copy of the signed contract. I have signed no contract for accounting services for the company. It might have been an action undertaken legitimately and unilaterally by Mr Broadbent in his capacity as Company Secretary. It was my intent that the company be dormant and none trading in all ways with respect to HMRC in a manner that protected its capacity and property. As far as I can tell from the short and long CT forms I have seen we are and were in reality dormant with respect to HMRC. So this is an as yet unresolved issue and notes need to be included in the company's record.

Acquisition of published copyright is how the company is acquiring value with the potential to generate revenue streams. The company is doing all it can to maximise its real profit and potential for real profit in isolation and with respect to its external publisher and to minimise its tax bill. For the record that does not constitute tax avoidance nor subsidising an unprofitable business but gives the Inland Revenue and HM Treasury the opportunity to figure out what it really has to spend.

In view of the 2007 SIC codes I also need to check with the office of national statistics that our code is correct.

The wording of this press release is prepared by me in my capacity as a director of the company. It is published by my soletradership, GavaghanCommunications, a sole tradership providing all editorial services and doing so externally to the company Science, People and Politics Ltd. I bill for those services as Helen Gavaghan and as GavaghanCommunications. I have always since 1991, when I became profitably self employed in Washington DC, billed as Helen Gavaghan or been reimbursed for work published as Helen Gavaghan.

I also use and have used the name GavaghanCommunications to trade.

GavaghanCommunications is providing no editorial service in relationship to this press release other than to publish this press release and the words submitted on plain unheaded paper for transposition to an html file.

The press release is being published as a consequence of my examination (process on going) of the company record as a shareholder in the company. The electronic file of the press release is within the soletradership file manager rented by Helen Gavaghan from register.com. That is I work from home. I do not run a company from home. My telecoms provider is BT. My website is registered to my home address.

The larger context of this press release is the forthcoming legislation concerning legal deposit of various forms of electronic publication. This will impact my soletradership and my self employed work as a publisher. Such legislation has the potential to create substantive revenue streams with sustainable longevity. That was not why I created either the company or the title it owns, nor is it why I became a publisher. It is why I remain and remained a publisher post discharge from sole tradership bankruptcy and why I am protecting the company whilst seeking to enhance my employability at a salary commensurate with my ability.

I, Helen Gavaghan, have no legal training and my actions at all times with relationship to the company and since 2006 have been guided by efforts to follow the Companies Act of 2006 (I spent a lot of time at Leeds City Library wrestling with this Act and have a lot of wrestling still to do with the Act). The Act was not at all times in full force, but because it incorporates earlier Acts I took the view all along that for our company the Act actually was in full force.

My request that this press release be published is to draw attention to administrative differences between the Act and the record filed with Companys House. There are a number of discrepancies when there should be none. Publishing by Companys House cannot tolerate the norms of errors of the type that are not significant when made within the publishing I know about. The significant errors in my type of publishing are of a very different form. Those in Companys (sic) House where a number is incorrectly entered could get someone wrongly prosecuted for fraud. In my publishing environment that particular error would not do harm. So I am delighted Companys House has mechanisms for correcting the record and that my contact details are easily accessible.

I have so far encountered two errors in relationship to Companys House which I think are of significance. To analyse the others I would need my diary open in front of me.

One of these errors, ISSUE ONE, can easily be corrected by the next annual return. From within my knowledge set, which is not naive, I cannot see that it is significant error to me or a purchaser, nor to HMRC or the company.

This error, I am pretty certain, is almost 100 per cent mine.

In my view the issue concerns the number on shares and definition of debenture holder. Though Barclays has asked for this information prior to the company opening a bank account the issue at stake has been bothering me at the back of my mind for some time.

So I have asked Mr Broadbent whether he still has share 10 or whether it is share 12. Or whether he still has a paid up share at all. The error has two causes: my lack of knowledge of vocabulary (not the same as lack of knowledge of concept and intent) and, secondly, the circumstances within which some shares were transferred. I had thought Mr Broadbent's intent was to transfer all his shares and only recently noticed from my cheque book stub that I paid him for transfer of only two shares. In response to Barclays request for numbered shares I have been reviewing what numbers ought to go on any replacement share cerificates. My intent at the time of the share transfer with respect to the initial division from my 100 per cent holding was, given his knowledge set, that he had genuine authority with respect to the company and then to ensure I did not have control of more than 75 per cent of the company. He accepted the responsibility. By the time he chose to resign I was not thinking consciously of my initial intent with respect to shares.

I have asked Mr Broadbent to decide whether he wants share 10 or share 12. Neither I nor Mr Pearce have any desire to be corporate career moguls. But we do have a company.

As yet, I, Helen Gavaghan, have made no electronic filings on behalf of the company. I have never been the company secretary. I am not now the company secretary. Mr Pearce is not and never has been the company secretary. Prior to 23rd November 2010 we had no board meeting and neither Mr Pearce nor I endorsed the accounts that HMRC has sent to me at my request. Mr Broadbent might have done and would have had the authority to act. I asked Companys House yesterday (18.2.11) on which day I changed the company's authentication code and they said on 14.10.10.

This press release also supersedes and corrects all previous press releases published and accessible still on gavaghancommunications.com.

My current thinking about the 13 fully paid up shares is that shares 1 and 2 are mine. Shares 7 to 9 are mine. Share 10 was (and might still be Adrian Broadbent). Shares 11 and 12 were Adrian Broadbent and share 13 Fred Pearce. Two shares were transferred to Fred Pearce, leaving one with Mr Broadbent. At the time of the transfer I was thinking of the latter two shares not share 10. This issue needs clarifying and Mr Broadbent needs to tell me which share he wants to keep and what he at the time he thought we were doing. Then we need to reissue replacement share certificates for the fully paid up shares. And on our next annual return this issue needs to be clarified. A press release will also be published. This in not an issue which has yet become significant.

Shares 14 to 314 are allotted to Helen Gavaghan (I have still not properly comprehended what ranking pari passus means). Shares 315 to 365 are allotted to Adrian Broadbent and shares 366 to 416 are allotted to Fred Pearce. None of the allotted shares are paid up. My intent was to carve a specific shape for the company. The maneouvre does not lesten liability.

In my reading of the Act and in relationship to the company I had no legal or corporate management knowledge. Instead I drew on my own professional background and the intellectual skills acquired by my honours (not honorary) degree in biophysics from the University of Leeds (1980). The specific skill of relevance is the ability to extract meaning from concepts in the absence of the relevant vocabulary. Given my genuine lack of knowledge of law my understanding might in a legal professional setting need to be tested as to intent, though I am asserting our intent has always been good intent with no tantrums or self doubts in this respect to date. I am aware good intention is not enough.

The significant administrative issues I have so far identified are significant because of their potential to impact the well being of the company in future and the fact that they might therefore make the company a less attractive product to buy. I have no doubt, however, of the integrity of my fellow members of the company so I am writing this press release in an effort to safeguard the company and its property now and in future.

No investment has been sought by the company nor by me on behalf of the company. I have alerted some to the existence of the company with the intention of making clear the company and/or publisher need investment. Efforts to gain investment and loans in 2006 had nothing to do with setting up this situation but were part of my efforts to rescue myself as I scrabbled to remain viable despite the events of 2004 and 2005 which ought never to have happened and were wrong doing by others acting not with good or honest intent toward me. The personal and sole tradership bankruptcy I experienced ought to have been avoidable (case 362 of 2006, Halifax County Court, 8.11.2006 - only two versions of the debtor's petition carry the name of Judith Stansfield from Blake Lapthorn). I am discharged from the bankruptcy (on the anniversary). I had begun trading again on 9.11.06 with the knowledge and consent of the official receiver.

In the current situation there is an invoice for £200 which I as GavaghanCommunications would like to submit to the company but which I have not yet submitted to the company for work undertaken on behalf of the company and of that value. It was in the interest of GavaghanCommunicataions and me and the company for me to undertake this work and in Helen Gavaghan's interest to make a nominal loan until such a time as the company could be invoiced. The work was part of my work week.

As FD I am fully aware of the prohibition on private companies offering shares to the public and of the exceptions but have not yet fully understood the exceptions and their implications.

I understood fully my intent when I offered Adrian Broadbent 10 per cent of the first 100 percent distributed shares and understood the authority, but do not know the meaning of the word debenture despite its definition in the Act (see Schedule 8 for an index of definitions). Nor do I yet know the meaning of positive and negative resolution. I take the view in the latter case that formal definitions are unhelpful in these matters.

I have no knowledge of whether Mr Broadbent has sought investment for the company. I think Mr Pearce has not.

ISSUE TWO: Already brought by me to the attention of Companys House concerns the date of allocation of shares.

This second error, I have every reason to think, was an honest error made in an electronic filing. But because of a late filing of an annual return, caused by my wrongful imprisonment for crime I had not and would not commit and was a crime I would as a journalist recognise, this error could on a surface reading look dubious when it is not.

I think the error on the 88 (2) efiling is an honest error because it is the type of error that had I made it in my professional capacity, and had made a correction as soon as possible, would have been an honest error and would not have influenced a knowledgeable reader. Only the filers of the form from within their professional knowledge set can say whether their error was indeed an honest error. Both Mr Pearce and I are fully qualified within the publishing we know of to recognise whether an error is plausible as an honest and/or significant error within the publishing we know, and was made because of competence. Concerning the error on the efiling of 24.9.10, Companys House would seem to think like me that it was an honest error, because they told me yesterday (18.2.11) I can submit by post a paper version of form 88 (2) clearly marked amended.

The error in question is on the original 88 (2) electronic filing received by Company House on 24.9.2009. The form says that the allocation of 400 allotted shares was from 25.9.2008. It most categorically was not. The thought had not then crossed my mind and there had been no board meeting on this subject. It is a subject that would have required a decision. In fact to my knowledge our first board meeting was 23.11.2010. None of my fellow officers current or past has offered information to the contrary and both know full well of the need to ensure I know what they know about such matters and both know full well they can ask me any questions they need to ask about any discrepancies or actions or lack of actions they know have been taken or need to taken. Neither has. Having reappointed me a director both had a responsibility to tell me what I had no right to know during the year I was disqualified as a director whilst the Official Receiver's office resolved matters. I have faxed a letter to Barclays confirming my discharge without restriction orders, a letter written by the assistant official receiver. The point of me earning money at my level of ability and within the context of the reality of the unprovoked wrong done to me is to ensure I am contrubuting to circulating money and that I am enhancing tax revenue. To date the wrong, caused by silence and refusal to voluntarily put right the wrong by those who did the wrong, continues. They are doing no good to anyone by the course they have chosen.

In 2008 neither Mr Broadbent nor Mr Pearce were engaged in thinking proactively about such issues as allotted shares in a way that was communicated to me or to the board and no such form was sent to me at the company's registered address. There is no record of a share allocation in 2008 because none was made and the board made no offer of one. I know this because no information about such an offer was sent to me at the Company's registered office - my home. This issue matters because the shares (not paid up at all) must be paid up in full within five years of date of issuance. And the registrar must be notified of share allocations within two months of allocation. This error was not mine. Therefore in my mind there is no explanation for the error on the electronic filing other than honest error when the filing was made.

As advised by Companys House the corrrection has now been made by a paper filing.

These are the issues uncovered to date. And a fuller account agreed by all the shareholders will be published once we have completed our review and are ready for our EGM .

I, and I assume, the company's current and former officers are doing all they can to ensure the company neither over nor under represents its capacity and to ensure the company maintains its value.

www.gavaghancommunications.com. This press release was published 19.2.11. HTML reviewed 12th February, 2012.