Updated information relevant to Science, Peole and Politics Ltd., Co.No. 05901911
which owns Science, People & Politics ISSN 1751-598X
PARAGRAPHS 1 - 30
The inserted text below in black was added 29.8.09. It is intended as clarification for the record at what is a critical early stage in the company's potential development.
Text in magenta added 30.8.09 as final addition to press release pending the decision by Mr Fred Pearce concerning his future role in the company.
1. On 25th August, 2009 Adrian Broadbent voluntarily relinquished his shares in Science, People and Politics Ltd. having notified in advance Helen Gavaghan, finance director of Science, People and Politics Ltd., of his intent.
Punctuation corrected 30.8.09, HG.
2. Adrian Broadbent is, with Helen Gavaghan, one of the first two shareholders in the company following the formation of the company on 10th August, 2006 by Theydon Securities. Theydon Securities transferred its two shares in Science, People and Politics Ltd. to Helen Gavaghan on 10th August, 2006. The company's subsequent history is as follows:
On 31st October, 2006 Helen Gavaghan paid for an additional 8 shares, giving, with his consent, one of these shares to Adrian Broadbent. According to the Company's articles this gave Mr Broadbent a privileged position in the company of which Helen Gavaghan was fully aware and had discussed explicitly with Mr Broadbent.
Modification to layout made 30.8.09 by Helen Gavaghan to enhance clarity of meaning.
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3. The shares cost £1.00 each. 990 were left to be called up.
4. Of the 10 ordinary shares then called up all were fully paid up, not allotted. Helen Gavaghan invited Mr Broadbent to be the Company Secretary and he consented. There were no additional allotted shares, exlicitly or implicitly, either in my mind, or suggested to me by anyone.
5. From 10th August, 2006 to 31st October, 2006, Helen Gavaghan was the sole director of Science, People and Politics Ltd.
6. On 31st October, 2006 at Helen Gavaghan's invitation Mr Fred Pearce became a director of the company.
7. On 8th November, 2006 Helen Gavaghan stepped down as a director of the company.
8. Also on 8th November, 2006 Helen Gavaghan submitted a debtor's petition for personal and sole tradership bankruptcy to Halifax County Court. The Court rejoined with a bankruptcy order against her, Case 362 of 2006. Halifax County Court, 8th November, 2006.
9. On 9th November, 2006 Helen Gavaghan, with the knowledge and consent of the Official Receiver, began trading again as a sole trader as GavaghanCommunications and as Helen Gavaghan. Helen Gavaghan began trading with a bank account with The Woolwich and then with business and personal accounts with Barclays. She had no business account in the name of GavaghanCommunications prior to opening a business account in that name with Barclays.
10. See relevant press releases published by GavaghanCommunications to be found on this site.
11. In November or December, 2006, West Yorkshire Police brought criminal charges of harrasment without violence against Helen Gavaghan. I was acquitted of these charges by Bradford Crown Court on 17th September, 2008. The intervening period whilst waiting for more than a year for trial, undergoing wrongful conviction and then awaiting appeal during wrongful imprisonment and dealing with wrongful and damaging medical diagnosis, and knowing in advance how much damage wrongly the medical profession could do to me because of its own silence, lies, trickery and obfuscations and standing in the local community had a devastating and deleterious impact on me, my life, my sole tradership and the company I founded. I remained, because of my own strength, honesty and because I was trying to do no wrong, sane, and my soletradership and the company I founded are solvent and within the spirit and intent of law, all to the best of my ability given my circumstances.
Punctuation modified 30.8.09 and elsewhere in this press release yesterday, 29.8.09.
12. I will gladly testify against WYP and the local medical profession on behalf of anyone who, like me, was damaged by the situation caused of their prejudice and wholly wrong behaviour toward me from 2004.
13. The Official Receiver began early discharge proceedings from bankruptcy in 2007, but cancelled these when I wrote to him to say that I thought there had been crime against me from 2004 and that the situation needed further investigation. I was discharged from bankruptcy on the anniversary of the bankruptcy and there are no restriction orders or undertakings against me. This leaves the way open for annullment of the bankruptcy.
Of relevance to item 13 are: the press release at time of submitting my debtor's petition for bankruptcy in November 2006; and the content of an editorial and the rider to the content I wrote for issue one of volume iii, Volume I of Science, People & Politics, now prepared and finalised for submission for voluntary deposit of the magazine to the British Library.
14. On 14th January 2008 I, Helen Gavaghan, was reappointed as a director of Science, People and Politics Ltd., and Mr Pearce became the managing director. Helen Gavaghan became the finance director. Mr Broadbent continued as the Company Secretary, even though under the 2006 Act there was no need for that role.
15. On 20th May 2009 Helen Gavaghan bought three more shares in Science, People and Politics Ltd. and gave, with their consent, one to Mr Broadbent and one to Mr Pearce and kept one for herself. The price of the shares was £1.00.
16. The shareholding was then Helen Gavaghan (10); Adrian Broadbent (2); Fred Pearce (1).
17. There were no allotted shares.
18. On 25th August 2009 Adrian Broadbent transferred his two shares in Science, People and Politics Ltd. to Fred Pearce for £1.00 per share.
Mr Broadbent had asked me (Helen Gavaghan) prior to our meeting at his office on Tuesday 25th August, 2009 how I would like the shares to be distributed. Prior to the meeting I had with Mr Broadbent I consulted Mr Pearce by phone. Mr Pearce, who at that stage was a director, not the managing director, said that he thought one share ought to be put in the name of the company. Mr Broadbent said at the meeting he and I had on Tuesday 25th August in his office that he did not see why, given that all the undistributed shares belonged to the company. I, therefore, decided, because Mr Pearce was uncontactable, that the two shares belonging to Mr Broadbent ought to be put in the name of Mr Pearce. Mr Broadbent did so.
On 25th August, 2009, as acting managing director Helen Gavaghan then accepted Mr Broadbent's resignation as Company Secretary and as a director of Science, People and Politics Ltd. As of 25.8.09 Mr Broadbent became a shadow director. The way is open for Mr Broadbent to again be a director of the company or, possibly, a non executive director. On 25th August, 2009, Helen Gavaghan, as Finance Director of Science, People and Politics Ltd. and as the director newly responsible for company administration, appointed AD Broadbent and Co. as financial accountants for Science, People and Politics Ltd. and with responsibility for executing administrative tasks with the authority of a board member.
I work in a publishing and editorial environment. The articles sent to me in August 2006 by Mr Broadbent by email (AOL9 - no email from Mr Broadbent deleted by me) must, therefore, be somewhere on the premises in silicon and/or paper and will continue to remain on the premises of the company's registered office -the computer's relevant innards are pretty small), because, on the instruction of the OR (see below) all computers at time of the Company's formation are still on the premises where I live, which is the registered office address of the company, from which it does not do business. As for the print record: at the time of writing I have not been able to locate these articles (white cover with red writing) among the many papers and records I have, but they were sent and I did receive and read them, and I have asked Mr Broadbent if he could let me have a copy of all the information he has concerning the company's formation and actions it and its officers undertook during the time that he was the company secretary. In particular these articles, because I will need to frequently refer to their content.
Punctuation modified for content.
19. On 25th August, 2009, in his first task in his new (that-delete) role Mr Broadbent filed active company accounts for Science, People and Politics Ltd. on a Company - Short Tax Return form - with HMRC. The Company posted a loss of £25.00 for 2007 - 2008. It now (28.8.09) has £10 cash in hand and £13 cash from sale of shares and owns books and the title, Science, People & Politics (ISSN 1751-598X). The books are security for directors' loans to the company by Helen Gavaghan and Fred Pearce. Mr Broadbent has agreed to extend indefinitely without security his loan of £15.00 to the company for filing the company's DCA for its 2006-2007 tax year. The company is not trading, but is active and continues not to oppose acceptance of copyrights by the title it owns.
Helen Gavaghan asserted copyright in the phrase Nuggets of Science (see press releases) and has also transferred that copyright to the company. The company has not, so far, rejected that copyright.
20. On the day that Mr Pearce made the loan to Science, People and Politics Ltd. Helen Gavaghan emailed to Barclays Business Banking a partial list
copied appropriately of the books she had transferred to Science, People and Politics Ltd. as security for his loan to the company and her then estimation of their then value. These book have a comparatively high replacement value, are relevant reference books for the company and the publisher of its property, but they, and others as yet not catalogued, would be difficult to liquidate. There are no plans to sell these books.
21. On 25th August, 2009, Helen Gavaghan, offered Mr Broadbent 50 shares to be bought for £1 each as soon as she can afford. Helen Gavaghan is aware that within the constraints of the Company's capacity she must not seek to keep the shares down to a value of £1.00 in order to enable this purchase at a time favourable to her rather than the company. She has further taken and continues to try to take active steps to remove barriers to her earning capacity and in such a way that there can be no doubt cast on her personal honesty in future, nor as the founder of the company, and as its majority shareholder.
22. If need be the title owned by the company can become a quarterly.
The ideal editor for the magazine would be someone with the equivalent of a baccalaureat, excellent English
meaning, specifically, both knowledge of native English and English that, in professional practice, has demonstrably been used in an international setting and has had a broad long term professional exposure, meaning having earned a living in that context or in relationship to that context (an academic, an author, journalist, editor, lawyer, or barrister are among the likely pools of candidates), and having demonstrable continued professional exposure to cutting edge science and technology, and with a political and economic inclination toward narrowing the pay gap globally and supporting the idea of equality before and under the law. The editor will need a degree or evidence of academic acceptance of their ability in a professional setting to do and complete degree level work at a research-based or leading liberal arts University/Institution, and to be able to demonstrate research, analysis and writing at Ph.D or the equivalent of Ph.D length and depth, and at masters level equivalence. That is, the ideal editor might or might not be a full time or career academic, an editor, journalist, author, lawyer or barrister and might or might not be based physically in the UK. A reasonable salary for this role would be pro rataof £75,000 per year for the equivalent of two days per week with six weeks holiday, which time could be worked wholly flexibly, but in full, and would require hands on commissioning, editing throughout copy flow and active, sometimes participatory, oversight of and involvement with production. Pagination would have to be set at the level of the individual's editorial capacity - flexibly interpreted. Criteria developed by Helen Gavagahn.
23. On 26th August, 2009 Helen Gavaghan drew to the attention of Mr Broadbent that if his company is to execute administrative tasks on behalf of Science, People and Politics Ltd. he would need, in view of the press release published by GavaghanCommunications on behalf of Science, People and Politics Ltd. on 10th August 2009, to view as from 25th August, 2009 400 shares as allotted but not paid for, given that two shares were then transferred for £1 each, and thus the registrar needs ,by law and at risk of significant penalty to the directors if the notification is not made,to be notified of these allotted shares.
24. On 26th August, 2009 Helen Gavaghan told Mr Broadbent it was her intention to ask that if he accepts the 50 shares when offered them at £1.00 per share as soon as possible he would, as a condition at that time, renounce his right to existing shareholders' rights of preemption. Mr Broadbent has said that unless there are reasons to the contrary at the time he will accept the 50 shares. Mr Broadbent has given no view about the putative condition of acceptance by him of shares
set by Helen Gavaghan as Finance Director. On having an additional 300 shares placed in her name Helen Gavaghan would, unreservedly, renounce all her rights to existing shareholder rights of pre-emption and agree for a period of one year not to sell or give away any of her shareholding in the company without the approval of the then full board. The aim being to give Fred Pearce as a director and shareholder who, given the press release of 10th August , 2009, and the company's current situation as of 28.8.09, would then hold 53 ordinary shares in the company, the maximum flexibility in negotiating the share structure of the remaining 587 shares and the future of the company.
25. On 28th August, 2009, Helen Gavaghan invited Mr Pearce to resume his role as the Managing Director.
26. Mr Pearce's decision is, as of today 28.8.09, pending.
27. Science, People and Politics Ltd. filed a DCA for 2006 - 2007, and an annual return for 2007-2008. Invoice paid by cheque dated 25.9.08. Helen Gavaghan moved the position of the preceding sentence on 31.8.09, because she realised that its previous position in this paragraph suggested the cheque was for the annual accounts, and not, as was the case, the annual report. Invoice for the annual report (inserted for clarity 31.8.09) sent to Helen Gavaghan by AD Broadbent and Co.
Science, People and Politics Ltd. filed, and had accepted, active company accounts with Companies' House in May 2009. Science, People and Politics Ltd. is awaiting Mr Pearce's decision prior to filing its Annual Return for 2008-2009. Paragraphing modified to enhance meaning and punctuation inserted.
28. Mintel, wrongly, on the basis of information from Companies House lists Science, People and Politics Ltd. as dormant. It is not and Helen Gavaghan as finance dircetor is exploring the correct way to resolve this impasse. Filing accounts with HMRC was part of the remedy.
29. Science, People and Politics Ltd., Co.No 05901911, is registered in England and Wales. It is not trading and has no bank account and no website. It is an active company and continues not to reject copyrights assigned to its property, Science, People & Politics, ISSN 1751-598X. The publisher of Science, People & Politics continues to prepare Volume I of the title for voluntary submission of the title to the British Library for deposit. As site manager for the site hosting the title I continue to modify the site's coding to make the url coding compatible with Microsoft's IE8. The site intends to continue to carry Ads by Google until at least 5.4.10. The site does not use Google analytics. Science, People and Politics Ltd. and Helen Gavaghan, trading as GavaghanCommunications, cannot afford a lawyer and has taken no legal advise with respect to the relationship between Science, People and Politics Ltd. and GavaghanCommunications. Science, People and Politics Ltd. has taken no legal advise. As Finance or Acting Managing Director Helen Gavaghan has taken no legal advise.
30. The sole member of the company is me, as far as I can tell from my reading so far of the Companies Act, 2006, by virtue of being the sole original owner. But I might not yet have extracted the relevant subsection from what is an Act that is at least an inch thick.
Mr Broadbent had made clear to Helen Gavaghan he did not have the time needed for the company. He wrote a letter of resignation, wishing the company well,
which will be published once the company's annual return for 2008-2009 has been filed and Mr Pearce has made his decision.
Helen Gavaghan, Acting Managing Director of Science, People and Politics Ltd.
Finance Director of Science, People and Politics Ltd.
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