Public Interest Notice and Disclosure.

Introduction

This Notice may be of interest to anyone who might be considering investing in, or doing any business with this individual or any of the following organisations which he controls: Denis John Fetherston, formerly of 9 Marama Street, Torbay, Auckland, 0630 (bankrupt at least twice - see this link). He also uses the name Featherston.

• Riscoveri Limited
• Riscoveri International Limited
• Safetyware Limited
• GRC Advisory Limited
• Risk Management Systems Limited
• Risk Management Services Limited
• BMS Consultancy Limited
• RMS Property Trust (plus several other Trusts which preceded this one, including Hasieman and Nameisah)
• Several companies using variations of the name ‘Hasieman’
• BBBHL Limited
• Newgrc.co Limited (Established in 2016)

Altogether, more than 20 companies are associated with this individual, many of which have been struck off the Register. Some have been liquidated under less than ideal circumstances. See this link. Another court case here.

These businesses are associated with the provision of Governance, Risk and Compliance software and/or consulting in the Health and Safety sector. Most of them appear to have never traded, but were instead constituted for the purpose of attracting inward investment for this software, which had been developed in India but never marketed.

In particular, Riscoveri Limited has been the subject of innumerable shareholder disputes, yet it has never traded commercially. All of the above businesses originally had Registered Office addresses at 12 Auburn Street, Takapuna, North Shore City, Auckland, 0622, New Zealand. This is the office of John Cox of Blomkamp Cox Solicitors. John Cox acted as Director and/or Chairman of these companies for many years, and for much of the time that I was involved.

March 2014

During my initial due diligence to invest in the company and join the Board, I uncovered several negative issues, including the fact that the majority shareholder, Denis Fetherston had been bankrupted at least twice, and was currently undischarged. Assurances where given by him and the other directors that he was not involved in the day-to-day running or control of the business.

Of course it is now clear to me that Fetherston is in total control daily of all aspects of the Riscoveri group of companies. Although his wife is listed as the Director, she has nothing to do with running the businesses, and never attended a board meeting during the time of my involvement.

Source Code: I also discovered that the source code for the application was not in Riscoveri’s possession. I was told that this was a ‘choice’ that Riscoveri directors had made, as they were worried that the code may ‘fall into the wrong hands’. As a result, they had ‘chosen’ to leave the source code with the developers in India. I subsequently found that the reason the source code was not in Riscoveri’s possession was because they owed $140k to the Indian developers, who were refusing to hand it over. This fact alone has been a major block to progress, making it impossible to deliver software to prospects and preventing further inward investment.

Working capital: During my initial negotiations, it became clear that the business lacked working capital. When questioned about this, Fetherston promised that approx. $100k of the money I had paid him for shares would be re-loaned to the company to allow it to trade. This promise never materialised, and I have been personally funding trading ever since (currently to the tune of approx. $15,000) in addition, of course to drawing no remuneration for the last 8+ months.

Missing promised documents: Several requirements were made by me during the due diligence process. It was agreed by the Directors at the time that a full disclosure document would be provided, detailing all the items which as a potential investor I might need to know may have a significant adverse effect on my investment. Despite many promises to the contrary, this important document has never been received. I fully admit this is my omission in not enforcing the requirement. Despite promising on perhaps 5 or 6 occasions, John Cox has failed to produce any minutes of our Board meetings, when all of these issues were discussed. I have said at several board meetings that I was unhappy with the governance structure and the total lack of record-keeping of this business.

Missing Accounts: Despite being another condition of my due diligence, both Riscoveri Limited and Riscoveri International Limited, have not produced accounts for the last 4 years. Again, I was likely to be tainted by association as the only Executive Director. On several occasions I tried to instigate this process, and Fetherston blocked it at each occasion.

June, July and August 2014

I was becoming more concerned at the ‘incident rate’ of disasters, legal issues and generally dissatisfied associates that Riscoveri Ltd had managed to acquire over the last few years. Nearly every professional investor/ broker/ advisor/ software consultant that I talked to had some negative feedback about the behaviour of the company or Fetherston personally.

Knowing that my investment was now on extremely shaky grounds, in June 2014 I set about convincing Fetherston that we needed to move the Intellectual Property (“IP”) in an orderly fashion into a new company (Safetyware Limited) which would be untainted by years of complaints and bad publicity. Fetherson told me that he would square this with other Shareholders and that he would hold their shares in Trust as part of his shareholding in the new business.

The move also coincided with a new marketing direction which had been agreed by the board – ie that business would initially concentrate only on Health and Safety software; hence Safetyware was a better brand. Even more to the point, we had a potential investor who was prepared to invest approx. $600k for 40% of the shares Safetyware Limited (valuing the business at approx. $1.5m) provided Fetherston took a back seat, that there was no debt in the new business and that the vast majority of the investment went in as working capital.

All of these points were painfully agreed over many weeks (I have the complete email trail), and the IP was finally transferred from Riscoveri Limited to Safetyware Limited on 2nd October 2014 by a deed of transfer. Regrettably, the new potential investor pulled out of the deal at the last minute, citing the fact that he could not proceed with Fetherson still in the mix. However, Fetherson and I agreed the business (now called Safetyware Limited) would be in a better state for potential investors. We agreed that I would create an Information Memorandum and accompanying documents, to prepare Safetyware Ltd for sale to another investor. At that stage Fetherston agreed that Riscoveri Limited was a valueless shell, and he even suggested it would be better to de-allocate the shares.

In August, I discovered that Fetherson, John Cox and Riscoveri Limited had been involved in a long-running court case which was instigated by a previous shareholder. This shareholder seemed to have very similar complaints to mine, and cleverly found a legal technicality as a way to sue the business. He won both his initial case and the subsequent Appeal, and full payment of his claim was enforced by the Courts. See this link. The fact remains that this was a serious legal action against a company that I was a Director, and it had been ongoing for years. It was not represented to me during due diligence, and of course there were no internet records of the case at the time. I have subsequently raised a formal complaint against John Cox though the Law Society, because he was quite obviously conflicted. Even while I was sitting in his office going through due diligence he was, unknown to me, at that very moment defending himself in the Appeal Court on the very subject that I was trying to uncover. In the end John Cox’s insurance had to pay up, and Fetherston saw this court case as his triumph because he both received the initial funds for the share sale and managed to retain the shares as well. He even boasted that he 'won' the case and the appeal.

November and December 2014

By 1st November, I could no longer fund the sole running of the business. By then, the business owed (and still owes) me $15000+ in expenses and because I had not drawn any payment for my 8 months’ work, I simply ran out of money. As a result, the business’s websites, email, and other services were switched off. Fetherston repeatedly refused point-blank to contribute towards these expenses.

In a meeting on the 4th November at John Cox’s office, Fetherston threatened unilaterally to move the IP out of Safetyware into another company. To his credit, John Cox immediately suggested that this was not a good idea, and suggested Fetherston withdraw the threat.

On 28th November I had a bizarre conversation with Fetherston when he claimed that Safetyware Limited still had a $5.5m mortgage and GSA against the IP which had been transferred to it. I say ‘bizarre’, because the company was in exactly the same situation as it was on the day we nearly completed the agreement with the potential investor. At that time it was made perfectly clear to the investor that the company was debt free (apart from a couple of small explicit debts ) We would never have got anywhere near agreement if the investor thought there was a $5.5m debt against the company.

In December 2014, I discovered that Fetherston had unilaterally diluted my shareholding from the agreed 20% to a new figure of 6.48%. He has diluted other shareholdings in a similar manner. The only other significant shareholder claims he was also unaware of this transaction, yet he was the sole Director of the company when it took place. It seems plain that Fetherston has ‘transferred’ the IP back from Safetyware to Riscoveri, or more likely claims that he didn’t intend to transfer it to Safetyware in the first place, despite signing documents to the contrary.

 

2015

As a result of publishing this webpage in early 2015, I have now had contact from several other people. They, too, have been stung by Fetherston.

One lovely elderly gentleman had lent Fetherston money on several occasions (as recently as the end of 2014) and had previously regarded Fetherston as his friend. He was now distraught that many thousands of dollars had been lost.

Another man had also been approached by Fetherston, asking him to lend funds which would be 'personally guaranteed'. I've recently had contact from another previous investor in Fetherston's companies. This gentleman has been completely unknown to me up until now. Back in the late 90s he had lost several hundred thousand dollars as a result of Fetherston's chain of shell companies.

I have twice had random phone calls from people, saying that they have been promised shares in Riscoveri Limited by Fetherston. These shares have never materialised, and I assume will be the subject of future disputes.

I guess the final insult has now happened, although to be totally expected. Fetherston has now 'confiscated' the 1.2 million shares which I purchased in Riscoveri Limited. Gone. Wiped out as though I had never invested the money. It only goes to show that the more disreputable and bold you are, the more likely you are to get away with it. To put this in perspective, I am now aware that more than two million dollars (and probably much more, as new stories emerge) have been handed over to Fetherston over the last few years. Of that, hardly any has been placed into the accounts of the businesses; it will have all gone on living expenses.

And this man is a bankrupt. You might ask 'where is the Official Assignee in all this' ? Despite asking them to intervene on a couple of occasions, I can only say they have been totally disinterested. However, surely the many creditors of this man deserve to have their interests looked after?

2017-2018

I've been surprised buy how much traffic has come to this site over the last couple of years. Most visitors are based in the main centres; Auckland, Wellington and Hamilton, but also some of the smaller centres. I have had several emails from people thanking me for warning them about this individual. Some have avoided huge heartache by not investing with him. To a certain extent this has vindicated my mission.

Fetherston must have now realised that Riscoveri Limited is now damaged goods (even though it still sits on the Companies website, with shareholders who all are still hoping one day their shares might be worth something). Enter Fetherston's new creation: NewGRC.Co Ltd. This is registered at yet another legal office.

The new company appears to have accidentally acquired all the 'assets' of Riscoveri Limited. I wonder if the current Riscoveri shareholders know this? A new website has been built to entice investors (with a minimum of $500k to invest) with promise of a 42% return over the first three years. This has proved what I've known all along - this man is obsessed with netting other individuals to invest in the latest of his failed businesses. A new group of shareholders appear to have now invested. At the same time a new registered address for the company and directors have been lodged with Companies office, and the cycle repeats itself.

During this period I became aware that John Cox had died.  Even more sadly, he had committed suicide.  It's hard to understand how some of events recounted in this log might have affected his mental state, but in my mind he was always conflicted in this relationship. 

I even had an email from someone who presented himself as a respectable professional financial advisor  - he was attempting to broker a deal between Fetherstone and myself.  The catch was that I was to 'take down' this blog for a few months while he did the deal, and then I would see my money back. I asked to have 'good will' funds deposited in a trust account, pending finalisation of the transaction.  Nothing more was heard.

 

2019 - 2022

I am still receiving emails from people who say that by finding this blog, they have narrowly avoided financial disaster. 

The 'business' is still being advertised on TradeMe, and as recently as early 2022, I had emails from people who had been potentially interested. One person said "thanks for putting up the website to save people like us".

 Please keep checking back for more updates ...

 

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