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A mining giant claiming £4bn in revenue, certified by a fake auditor on 128 pages of meticulously detailed fake accounts. A bank with a login page that can’t log anyone in. A trust holding $327bn in Tsarist gold that never existed. Even endorsements from the Duke and Duchess of Cambridge, Nadhim Zahawi, and Baroness Mone – all fabricated. And, incredibly, an entirely fake country.

Behind all these elaborate deceptions is a real person – Michail Roerich – and a very real attempt to seize a gold mine in Ukraine. Who is Roerich, and what exactly is he trying to achieve?

This follows our previous reports on companies filing fake accounts, the large number of fake banks filing fake accounts, and the tool we built to identify companies with fraudulent accounts.

The Observer’s report is here.

The mining company

Here are the 128 pages of Gofer Mining plc’s 2019 report and accounts.

The accounts look¹ like the accounts of a global mining giant, which is what Gofer’s website says it is. 4,000 staff, operating in 21 countries, and expecting to post £4bn of revenue in 2022. It’s listed on Dun & Bradstreet and headquartered in One Canada Square.

These accounts were filed in 2021 – and Gofer Mining never filed accounts again. Its website also seems to be frozen in 2021. A reader who didn’t know this would be hard-pushed to see anything wrong with the accounts. They are a world away from the fake accounts we have recently investigated, which are full of accounting impossibilities, typographical errors and copy/paste errors.

A careful reader might, however, wonder why there was so little detail, particularly compared with annual reports from other comparable mining companies. If they then made some enquiries, they’d realise something strange was going on. Anyone who knew Canary Wharf would say that there’s never been a mining group headquarters at One Canada Square. Anyone in the mining industry would say the claim to be the only gold miner in Greece and Ukraine is false – and they would have never heard of Gofer. A minerals expert would note that some of the resource figures are out by a factor of at least 1,000², and that no new mine can be brought into production within a year. A forensic accountant would say the level of growth recorded in the accounts, and lack of detail, is highly suspicious. A capital markets lawyer would be puzzled by the claim to have raised more than £300m from shareholders, without any sign of any capital markets transactions. A mining lawyer would wonder about the lack of any reference to licences or regulatory filings. A banker would know that Barclays would never make a ten year unsecured loan to a new mining company at a 0.5% rate of interest. And nobody would have heard of its Chairman, Sergey Kolpidi, its CFO, Michail Roerich (here calling himself “Michail Sergios Kolpidis“), or indeed any of its board.³

None of this is conclusive; there might just about be explanations for each oddity. And the accounts were audited – whilst isn’t a guarantee of accuracy, but gives us assurance that someone independent has checked that the document is a fair reflection of the business.

So who was the auditor who signed off on the report? Dr James Whitelaw, of Smith Barclay LLP. Here’s one of the partners of Smith Barclay LLP, showing off their client list:

That partner is Michail Roerich. The Michail Roerich who was the CFO of Gofer Mining plc – he was also a director and ultimate owner of Smith Barclay LLP.

That’s just the start of the problem. Neither Smith Barclay LLP nor James Whitelaw ever had an audit licence. There’s no evidence Whitelaw ever existed.

The audit report was a forgery.

And there is almost no evidence that Gofer Mining plc existed at all, outside its Companies House filings and its website. No employees⁴, no premises, nothing. The document presents 2019 calendar year accounts, and mentions the 2018 balance sheet, but the company was only incorporated on 12 April 2019, and gofermining.com was created one week before that.

Someone went to a great deal of effort to create the Gofer Mining plc report and accounts⁵ – they’re easily the most impressive fake accounts we’ve seen. We do not know who was responsible, but we can say two things for sure.

First: Michail Roerich is real – although he goes by several names. He’s the central figure in this report.

Second: whilst Gofer Mining plc didn’t exist in any real sense, that didn’t prevent it from trying to control a very real Ukrainian gold mine.

The Ukrainian mine

Almost immediately after it was incorporated, Gofer Mining plc made a serious attempt to seize control of a Ukrainian gold mine. A deal had been signed for the mine to be sold by the Ukrainian Government to Avellana Gold, a real mining company. Gofer Mining plc tried to stop this.

On 16 April 2019, a small advertisement was placed in The Times’ “business to business” classified section. It claimed that Gofer Mining plc had been established by “Barclays PLC and its affiliated companies”:⁶

Two months later, according to a reputable Ukrainian journalist’s blog, this letter was sent by Gofer to a village council near the mine (Google Translate version to the right, verified by a Ukrainian speaker):

The claims made in the letter go even further than the classified advertisement, including:

• The company is part of the “Barclays plc conglomerate”.
• Its shares are owned by more than 50,000 British citizens
• Shareholders also include Barclays Bank and a firm called Grosvenor Barclay LLP.
• Grosvenor Barclay LLP is owned by Robert Barclay (of the Barclay family that founded Barclays Bank), the Grosvenor Estate and Baroness Mone.

All the claims here were false. Barclays Bank plc had no involvement; neither did the Grosvenor Estate or the Mone family. Grosvenor Barclay LLP was incorporated a month after Gofer Mining plc. Its members certainly included “Robert Barclay” and “James Grosvenor” – but Robert Barclay died in 1690, and there is no prominent “James” in the Grosvenor family. Another registered member, outrageously, was Baroness Mone’s teenage daughter.

On the back of these false claims, Gofer Mining plc obtained a court judgment, blocking the sale to Avellana.⁷ This was widely covered in Ukrainian media at the time. The dispute ended when a commercial court and then the Ukrainian Supreme Court ruled in favour of Avellana and against Gofer (although the Ukrainian courts do not appear to have appreciated the fictitious nature of Gofer).

Avellana have a statement on their website and a video from their CEO, Brian Savage. He says Gofer were an “experienced group of criminal corporate raiders”. He added that they had “no mining expertise” and their claim to be backed by a UK bank was a “lie”.⁸ Savage’s claims are extraordinary, but consistent with our findings. If Barclays credit line wasn’t real, and the accounts weren’t real, then their attempt to control a mine cannot have been real either – or, if real, cannot have been legitimate.

There was at least one other occasion when Gofer Mining plc interacted with the real world. We understand from another mining company that Gofer Mining plc approached them for a deal (unconnected to Ukraine), but couldn’t demonstrate it had funding, and the deal went nowhere.

There may have been more. Gofer Mining plc won The Business Concept’s “Most Innovative International Precious Mining Company 2023”. A meaningless paid award – but evidence that Gofer Mining plc was still active in some sense in 2023.

The listed holding company

Gofer Mining says it’s owned by Gofer Wealth plc. The website is now down, but between 2020 and 2023 Gofer Wealth said it was “the financial services arm of the British conglomerate Gofer Group”. Its incorporation documents show Barclays plc as the sole shareholder. Subsequent Companies House filings claimed it was listed on an EU stock exchange/regulated market. Its accounts show it having £1.7bn of assets.

None of this is true. Barclays plc had no involvement. Gofer Wealth was never listed on any stock exchange. Its accounts show £1.7bn in cash on its balance sheet for five years straight, with no other balance sheet entries. That is, in practice, impossible. Nobody sits on £1.7bn in cash, earning no return and accruing no expenses. And there is no sign at all in its accounts of its ownership of Gofer Mining plc.

The company filed as dormant – which meant it had no transactions. That was again impossible – transactions are an inevitable result of holding £1.7bn cash.

Gofer Wealth’s registered office was 17 Hanover Square, in Mayfair. It’s a serviced office block – but it seems Gofer Wealth was not a paying client. The owners of 17 Hanover Square complained about their unwanted visitor, and so Companies House used its new powers to force Gofer Wealth into a temporary registered office at Companies House itself.⁹

On the board we again see Michail Roerich – but now he’s calling himself “Michail Sergios Roerich, His Grace the Duke of Commonwealth”.¹⁰ More on the “Commonwealth” later.

The magnetic technology company

Magnetic Technologies Group plc’s website¹¹ says it develops and invests into the field of “Magnitology”, and it’s active in 50 countries, with a presence in 25. It says its shares are AIM listed, that it is audited by Grant Thornton, and its European headquarters are in Slough.

None of this is true. There is no evidence of the company’s existence. It’s not AIM listed. Grant Thornton told us they’re not the auditor, and have no relationship with the company. Magnetic Technologies Group plc’s “European headquarters” is actually a co-working office space. The company’s accounts show £5m in the bank, and nothing else – and the lack of any change in the figure implies that there is no money here at all.

Again on the board we see Sergey Kolpidi and Michail Roerich, “the Duke of Commonwealth”.

The Gofer group

There are so many related companies that listing them here would take up pages and pages. The oldest is a shipping business that was incorporated in 2006, filed superficially convincing “audited” accounts¹² in 2014, and was dissolved three years later. There’s a charitable foundation, and a company run by Lord Troubach (who does not exist). Perhaps the highlight is Gofer Energy Ltd, which was claimed to be part-owned by Barclays Bank plc, and part by the Royal Foundation of the Duke and Duchess of Cambridge.

It is most unlikely the group is the sole creation of Michail Roerich, given the amount of work involved, and the variety of expertise required to fake the Gofer Mininc report and accounts. Mr Roerich was only 14 or 15 when the first company, Sunlight Maritime Limited (I), was formed. And its 2007 accounts are extremely strange, with the surface appearance of real accounts (including a presumably fake letter from accounting firm Moore Stephens), but then tiny numbers perhaps 10,000 times smaller than they should be. Why would anyone do this? Or was this Roerich’s first attempt at faking a company?¹³

If others were involved – who Sergey Kolpidi is listed as a director of nine of the companies; Larisa Kolpidou as a director or secretary of no fewer than thirteen. We believe that Sergey and Larisa are Michail Roerich’s parents. In 2004, a Polish news website published an article in which Sergey Kolpidi was identified as having previously been called Sergei Gavrilov, a Russian businessman whose wife was called Larisa and who had been involved in a Polish banking scandal in the late-1990s, following which he was expelled from Poland.¹⁴

The timeline starts in 2006, but most of companies are short-lived. There is a flurry of activity when Gofer Mining plc is created in 2019.¹⁵ This chart illustrates the timeline – click on a bar for company details and Companies House links. Landscape mode recommended on mobile devices; fullscreen version here.

You can explore the connections between the companies in more detail with this interactive chart – click on a company for its full details/links. You can move companies/individuals around, and zoom in and out, to focus on points of interest. Fullscreen version here (recommended particularly for mobile users):

We’ve also put this data in a Google spreadsheet.

We would caution that it is prudent to generally assume that that no director or shareholder (individual or company) mentioned on this chart, or in these companies’ filings, agreed to participate in the companies. In many cases we doubt they exist at all. ¹⁶ The sole exception is Michail Roerich, where we are confident that he both exists and was involved.

The fake country and the Ponzi fraud

At this point the story takes a very strange turn.

Mr Roerich has founded the Union State of British Commonwealth – the “sovereign political form of union and alliance of the people of 60 member nations”. Its members include Australia, the UK, Russia and the “Commonwealth of British Ukraine”. Its sovereign is His Serene Highness Michail Roerich-Kolpidis (Duke of Commonwealth). It is supported by a variety of luminaries, including Nadhim Zahawi, a former member of its Financial Group. 

It is hardly necessary to add that no country recognises the Union State of British Commonwealth or (so far as we can tell) is even aware of it. Mr Zahawi has no involvement and had never heard of the Union State; likely the same is true for the other named individuals.¹⁷

The Union State has a central bank – The Bank of Commonwealth, which claims it is based in Montserrat and is covered by the UK Financial Ombudsman Service (FOS). The Montserrat authorities say there is no such bank in Montserrat. The bank (if it exists at all) is not covered by the FOS.¹⁸ It does, however, have a client login page.¹⁹

Roerich makes a variety of eccentric claims linked to the Union State, including:

• Roerich controls a trust holding gold bullion that was owned by the Russian Imperial Romanov family in 1916, from which he has given more than three thousand metric tonnes of gold to the Greek and Norwegian people. That’s worth about $330bn²⁰ – comparable to the US Federal Reserve’s entire gold reserves.
• In addition, Roerich has gifted a total of £292bn to the public. This appears connected to another fake UK company – the Commonwealth Foundation, which has a balance sheet claiming £59m of assets.
• Roerich is involved with a “British Office for Ukraine” which claims to be an “independent non-ministerial” department of the British Government. It has a press secretary, a permanent under-secretary for development, and a Twitter account. It creates official-looking documents using the Royal Coat of Arms (potentially a criminal offence).
• That he established an electronic currency (through one of the fake UK companies, Electronic Money Issuer Limited) which is used by half a million Greeks.
• Roerich chairs the “Global Britain Panel” which included (in 2021) the Prince and Princess of Wales and the Duke of Westminster.

These are all very tall tales, but essentially harmless. However the activities of the “central bank” appear rather less innocent.

The Bank of Commonwealth’s Chief Strategy Officer is a man called Shaun Cohen. This is the same Shaun Cohen²¹ who ran a real estate Ponzi scheme in Texas, defrauding investors out of $135m. The SEC sued and Cohen consented to judgment against him. ²²

Mr Cohen is listed as a consultant to a Florida firm called ClearThink Capital, and responded to an email sent to ClearThink Capital confirming his involvement in the Bank of Commonwealth. One of his colleagues at ClearThink, Richard Whitbeck, is listed as Chief Operations Officer of the Bank of Commonwealth.²³

Once again, what starts off looking odd but harmless ends up looking rather more concerning. And, perhaps not coincidentally, there is some evidence that the “Commonwealth” is being used for dubious and potentially illegal purposes:

• The Bank of Commonwealth used to be known as the British Technology Bank, which it said was 10% owned by the Bank of England.²⁴. In 2023, the Financial Conduct Authority issued a warning that the British Technology Bank was an unregulated bank targeting people in the UK. We have seen a letter Roerich sent to the FCA complaining about this warning in which he said that, as a central bank, the British Technology Bank was not required to be regulated. The letter also repeated the claim that the Bank of England held 10% of the BTB.
• Roerich’s website promotes “Commonwealth Pay“. The concept is that merchants (such as online retailers) can redirect their payments to Commonwealth Pay, and then will pay only 3% tax on their income “with no further taxes due thanks to the double taxation convention“. There is no such convention. It is not at all clear to us if this is a real product, but if it is then it is likely tax evasion, in the UK and any other country where it is sold.
• And there is a “depositary receipt” which can help you “get financing” or “invest money, risk-free”. And a related “investment bank“²⁵ with a very plausible-looking website offering a variety of financial products. It is, again, not clear if this is a real product or a fantasy – but if real, it looks highly suspicious (and for an unauthorised firm to promote these products into the UK or the EU would in many cases be an offence).

Who is Michail Roerich?

Very little described in this report has real existence, with one exception: a person calling himself Michail Roerich certainly exists.

We know very little about him. Mr Roerich has a Twitter account, a Quora account and a LinkedIn account²⁶ but otherwise, aside from his many web pages and company filings, there is little evidence of his existence.

We can be reasonably confident he physically exists: here he was, three months ago, promoting registration on the “ROERICH marketplace”. It has 29 views:

And one month before that, promoting the “ROERICH Youth Programme for Ukraine” (56 views):

We corresponded with Mr Roerich earlier this week, and asked him why he was involved with so many fake companies.

His response was, in short:

• Roerich is adamant that Gofer Mining plc and the other companies are real. He says that the Gofer group was a victim of political persecution and theft in Ukraine and certain African countries (connected to Russia). He sent us a letter making wild and implausible accusations of involvement by Hillary Clinton and Joe Biden.²⁷
• Mr Roerich admits that he knew Gofer Mining plc’s auditor, Smith Barclay LLP didn’t have an audit licence and was owned by him.²⁸ In our view this is an admission of two criminal offences. He did not explain why, if Gofer Mining plc was a real company, he established a fake auditor for it.
• Mr Roerich also admits that Gofer Wealth plc was never listed.
• When we pointed out that the accounts of most of the companies were crudely faked, Roerich replied that “even if I were to accept and agree that the accounts were improperly created/recorded etc. according to XYZ law, it does not automatically mean they represent fake numbers”. That is a very unpersuasive answer.
• Roerich claims that the cash is real, but can’t be accessed because it is in Ukraine. This is very unlikely to be true. Nobody would hold that much Sterling²⁹ in a Ukrainian bank and, if they did, it would be held via a correspondent banking arrangement with a UK bank.
• Mr Roerich knows Shaun Cohen was accused of running a Ponzi scheme, but seems to believe he was hard done by. It is not clear why he has come to that view, or why he thinks Shaun Cohen is an appropriate person to help run a central bank, even an imaginary one.
• He insists that his many other claims are true, but without providing any extrinsic evidence, or indeed anything beyond vague assertions.³⁰

Our correspondence with Mr Roerich is set out in full here:

The criminal offences

A large number of criminal offences appear to have been committed by Mr Roerich and his (as yet unidentified) associates – all of which have the potential for unlimited fines and imprisonment:

• Knowingly or recklessly providing false information to Companies House is a criminal offence under section 1250(1) of the Companies Act 2006.
• Knowingly or recklessly including false material in an auditor’s report is a criminal offence under section 507 of the Companies Act.
• Failing to file accounts is itself an offence under section 451 of the Companies Act.
• Falsely claiming you are a registered auditor is a criminal offence under section 1250(2) of the Companies Act.
• Dishonestly falsifying accounts with the intent to gain for himself is “false accounting” – an offence under section 17 of the Theft Act 1968.

The first four of these are reasonably straightforward offences to prosecute: there is no need to prove any “dishonesty” or other state of mind beyond the fact that the person knew the accounts were false. Mr Roerich’s admission that he knew the “auditor” of the Gofer Mining plc accounts was unqualified leaves little more to be established. And, whatever he says now, Mr Roerich surely knew the many accounts he filed were false.

What is going on?

It seems reasonably clear that Gofer Mining plc had a real purpose. It attempted to steal a Ukrainian gold mine. We’re also aware of one other attempted mining project.

To some extent this fits in with the pattern of transactions and attempted transactions we’ve seen from other entities with fraudulent accounts. But they usually look to take the money and run – not engaged in protracted court battles.

The other difference between those cases and this one is the high quality of the accounts created for Gofer Mining plc. This likely involved a small team of people, at least one of whom was a native English speaker and at least one of whom had a familiarity with accounting. An adequate website was created (rather less persuasive than the accounts). A fake auditor was established.³¹ Other companies, such as Grosvenor Barclay LLP, Gofer Corporation and Gofer Wealth plc, were incorporated to support the existence of Gofer Mining plc (but much less effort was taken with those companies).

The supposed financial offerings of Mr Roerich’s “central bank” and “investment bank” could be frauds – we don’t know. The involvement of Shaun Cohen is hard to explain if they are just fantasy, and concerning if they are not.

We have, however, no explanation for the sprawling conglomerate that the Gofer group became – at least 60 companies. We certainly can’t explain the Union State of Commonwealth.

The only person who knows is Michail Roerich, and he isn’t telling.

Why does it matter?

The Gofer network of fraudulent companies has continued for two decades because of well-known failings by Companies House:

• Gofer Mining plc and others failed to file accounts for years. Every company on our list made multiple breaches of company law, but they were treated no more seriously than the late return of a library book. In one case, a document was removed from the registry because of forgery; but the company was permitted to just continue as if nothing had happened. No action was taken against the directors.
• Gofer Wealth plc and others in the group filed impossible accounts claiming huge amounts of cash in the bank, whilst still being dormant and small companies. Companies House could easily create systems to identify false accounts of this type. It doesn’t.
• Gofer Wealth plc used someone else’s premises as its registered office, without their consent. It’s a form of fraud itself but – more seriously – a sign that something untoward is going. However, Companies House again treated it as no more than an administrative slip-up.
• Most seriously, we understand that during the attempt to seize the Ukrainian mine, the British Ukraine Chamber of Commerce wrote to Companies House begging for something to be done about an obviously fraudulent company. No action was taken.

The Gofer Mining plc accounts, on the other hand, present a new and much more difficult challenge to the integrity of Companies House. Companies House can’t be expected to identify that kind of sophisticated fraud (and, by the time the accounts were filed with Companies House, the activity in Ukraine was long over). Assurance should be provided by the audit; but it is trivially easy to forge an audit report.

We’ve spoken to auditors who believe this is a growing problem: real auditors’ names being fraudulently signed onto companies they’ve never heard of, and fake auditors’ names being fraudulently signed onto others. The rise of ChatGPT and other easily available LLMs mean that creating plausible fake accounts and reports is now much, much easier than when Gofer Mining plc’s documents were prepared.

In 1844, when modern auditing began, it was reasonable to trust an auditor’s signature. Today, it isn’t – but given there are straightforward ways to electronically sign and verify documents, we believe Companies House needs to reconsider its approach.

It wouldn’t be hard to create a system where audited accounts have to be submitted by a licensed auditor. Otherwise, in the era of ChatGPT, we are going to see more fake companies like Gofer plc committing fraud, using the credibility that Companies House has given them.

Companies House should act to give the world assurance that “audited accounts” are actually audited accounts.

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There are many open questions. Is Roerich’s father really Sergei Gavrilov, a Russian businessman who ran a bank accused of money-laundering? What were the other real-world activities of the Gofer group, aside from the Ukrainian gold mine? What is the connection with Shaun Cohen and ClearThink? What is going on with the British Commonwealth Bank, and why does it have such a sophisticated website? These go beyond the resources and expertise of Tax Policy Associates; we hope others will investigate.

Thanks most of all to K1 for the research on this – almost all the detailed work was undertaken by them. Thanks also to J1 and P for the accounting expertise, T for Companies Act assistance, D for mining knowhow, K2 for practical corporate finance input, VH for the correction regarding the bank javascript, and MS for assistance with Ukrainian language documents. Thanks to J2 for his invaluable review of an early draft, and to JG for his review of a late draft. And thanks to Tom Church of OSINT Industries for additional research.

And many thanks to Michael Savage at the Guardian for all of his contributions to this report, and finding evidence and documents that we would never have tracked down on our own.

Anyone can set up a company on Companies House, and say it’s a bank. We’ve written an automated tool that smokes them out. In three minutes, it identified sixteen “banks” with fake assets.

Today we’re publishing our analysis of the sixteen fake banks, together with full instructions on how to use our tool to find companies with fake accounts.

The trick here is a simple one: you need permission from the Financial Conduct Authority to have the word “bank” in your company’s name, but you don’t need permission to categorise the company as a bank on Companies House.

And fraudsters are taking advantage of this “trick” – creating companies, categorising them as “banks”, and filing fake balance sheets that make the companies look hugely valuable.

These aren’t just accounting anomalies. Fake banks can be used to launder illicit funds, deceive investors, and give credibility to fraudulent schemes. We have evidence that some of the firms we’ve identified have done just that; the likelihood is that others are doing it as well – they just haven’t been caught yet.

This follows our previous reports: the fake £59bn balance sheet of Avis Capital Limited, and fake venture capital companies including the UK’s largest (and fakest) company, the £100 trillion Novateur International Ltd.

Finding fake banks

Our search tool is conceptually simple. It searches for companies by their standard industrial classification (“SIC”) code, and then looks for anomalously large balance sheets.

We’ve made the tool freely available here, with full installation and usage instructions. You will need some command line experience, and a reasonably powerful PC.

In this video, the tool is used to find companies who categorise themselves as “banks”, have large balance sheets, but aren’t FCA-regulated. That ought to be impossible. Turns out, it isn’t:

And here’s the output from that session. Sixteen companies who list themselves as a “bank” or “central bank” but aren’t FCA regulated, and claim to hold £10m in cash, or have other balance sheet items over £100m.

(You can view the table fullscreen here or download here.)

The fake banks we found

1. Islamic World Economic Cooperation Organization Ltd¹

The company claims to have £499.5bn of cash in the bank, which would make it three times as valuable as AstraZeneca. It says its activities include central banking, banking, being an open-ended investment company and being a fund manager. There’s an active proposal to strike it off. It claims to be controlled by a Professor Ali Ehteshami, who lives in Iran.

Ehteshami seems to exist, but isn’t a professor – he has a business selling fake degrees in Iran, as part of which he makes an array of patently false claims about his background. Ehteshami sold the degrees from a “college” that was a UK company, until the company was dissolved last year.

It’s unclear what the purpose of the “Islamic World Economic Cooperation Organisation” is, but it certainly doesn’t own $499.5bn.

2 and 3. Avis Capital Ltd and Avis Global Green Energy Fund.

As discussed in our recent report, these seem to be part of an international fraud.

4. Good Luck Grant Ltd

This claims to be a bank and a central bank. It files accounts as a dormant company with £9.2bn of cash in the bank and £80bn of unpaid share capital. Its website says it is “a UK group SPV registered legally within the United Kingdom with HMRC for gold transactions under Central Banking Registration Number 64110”. There is, of course, no such registration.

This looks very much like a scam.

5. Credit London Ltd

The company claims in its accounts to have had £648m of liquid assets, mostly in German government bonds which it acquired in exchange for shares in 2022. But if that was true, there would be balance sheet changes reflecting the return on the bonds. The company would have income, and it would have to be audited.

The sole director is an Italian, Damiano de Iuliis. The company is said to be owned by an Italian, Ciro Liccardi, but most of the shares in the company are said to be held by “D&G International Law Firm Sh.p.k.”. We’re not sure it exists (the letters at the end are the initials for an Albanian LLC).

We can’t see evidence of the company’s existence outside the Companies House filings, but the peculiar list of shareholders suggests there is something untoward going on.

Note that this is one of the more uncommon “fake account” companies that doesn’t file accounts as a dormant company. That feels sensible if you want to fool people – filing “dormant” accounts might raise questions.

6. Savings UK Ltd

Its website and LinkedIn and Facebook pages say it’s a “leading investment banking company” and is regulated. It has the credible address of 40 Bank Street in Canary Wharf.

But the company is entirely unregulated, and has for five years filed accounts showing that it’s dormant but somehow nevertheless holds £100m in the bank (on which it receives no income).

The company is owned by a Pakistani “investment expert”, Dr Hassan Khan, who claims to have personally funded the £100m. There are a number of other UK directors, but we would query if they actually exist.

This has every sign of being an investment fraud.

7. Terra Nova Holding Group Ltd

The accounts claim the company is sitting on £95m cash, although there’s no sign of any income. It filed only one set of accounts in four years.

There are a number of businesses called “Terra Nova”, most of which appear legitimate, and none of which trace to this company – so the purpose of the company is unclear.

8. Crown FMB Ltd

Its accounts for 2020 and 2021 showed £80m of fixed assets. In the 2022 accounts this magically changed to £80m of cash, retrospectively rewriting the 2021 accounts.

The company’s registered office was originally 20-22 Wenlock Road, London, a well-known virtual office address. This apparently wasn’t authorised, so last year Companies House used its new powers to change the registered address to the default address of Companies House itself. The company promptly changed it back to 20-22 Wenlock Road, London. And did this twice, for some reason.

The company has one director – Dr Adalberto Caccavelli, an Italian living in France. Mr Caccavelli owns the company, and is also company secretary, but there are two additional current company secretaries, something that our team has never seen before.

Again, it’s not clear what the purpose of the company is.

9. EULERM Ltd

This is, according to its website, the global market leader in credit insurance. Our contacts in that market have never heard of it.

The company seems more than a vanity website/plaything, because in 2020 it applied for and obtained a Legal Entity Identification Number – something that’s required for a company to enter into regulated transactions.

EULERM Ltd was incorporated in 2020 by a Cuban resident, Imara Frometa Matos, who claimed to pay EUR72m for her shares. The 2021 accounts claimed the company was just sitting on the cash. It was still sitting on the cash in 2022, according to the accounts, but had magically changed to sterling – £72m.

We assume this is a scam of some kind.

10. Ban Credit Ltd

This is a dormant company whose accounts claims it’s had £30m of cash in the bank for every year since 2011. No interest, no expenses. It has one director, Ihor Karpau, a Belarusian resident in the UK, and one owner, Alena Khaletskaya, also a Belarusian resident in the UK.

We can find no other trace of this company.

11. GB Morgan Ltd

According to its website, GB Morgan “was established in 2018 as a result of co-operation and merging in between a group of companies and field expertise as a new era of digital offshore investment banking, money markets, FX and cryptocurrencies investment”.

In reality, it’s a dormant company established in 2020 with (supposedly) $10m of cash, which has just been sitting in the bank ever since. Its most recent accounts show $26.5m of cash, and no other balance sheet items.

The similarity of the company’s name to JPMorgan may not be an accident.

The company’s sole director and owner is Ismail Shaikhoun, an Egyptian living in Turkey who says he’s an “arbitration counsellor”.

Rather brilliantly, the company’s majority shareholder is itself, which is unlawful.²

The website’s certificate is invalid, so – if this is a fraud – it may have ended, or have been aborted.

12. Goldbank UK Limited

The company claims to be a “central bank”.

It was incorporated with £2 of shares. It issued 12 million unpaid shares in 2011, and properly accounted for them as not paid for the next few years. Then, from 2015, it started accounting for the £12m as if it was actual cash in the bank. The company has always been dormant, and given the lack of any balance sheet changes, the company is most unlikely to actually have £12m cash.

We don’t know if this is an accounting error or fraud. But one thing is clear: Goldbank UK Limited is not a central bank.

13. 1 Stallion Ltd

This one is more complicated and sophisticated.

1 Stallion Ltd doesn’t file as dormant – in fact it’s filed audited accounts showing £4bn of assets, a £12.5bn turnover and offices on four continents. Its registered office is in a terraced house in Bolton, and its website is very basic, and under construction. ³⁴

The accounts have the surface appearance of normal audited accounts. But they contain numerous oddities⁵, not least a reported audit fee of £888m.⁶

The companies’ claimed activities vary wildly between website, page 5 of the accounts and page 9 of the accounts.⁷

So who audited these transparently fake accounts?

Nobody. The accounts name an individual auditor and an audit firm, but it’s a lie: neither ever saw these accounts, and the named individual never even worked at the named audit firm.⁸

The company claims to be owned by a Mrs Marrine Isaq, who lives in the UK. She holds £4bn of shares, but it’s not clear where they come from – there are no records of shares being issued.⁹

The accounts say the company is owned by “BCGI International Group LLC” which claims to be incorporated in Abu Dhabi, but isn’t. BCGI has a fake website, and claims to own four more companies:

• At the same address as 1 Stallion Ltd is Avantulo SA Ltd, another vague oil/gas company but an even larger one: £26bn turnover, £12.5n share capital. We’ve spoken to someone who received a business proposition from this company (which they wisely turned down).
• Also at that address, e-bank Ltd. Despite the name, it’s not regulated by the FCA. This appears to be its website. It claims to make £952m of turnover – all from the UAE – with nine employees. It has almost zero profit. To have the word “bank” in your company name, you need a “letter of non-objection” from the Financial Conduct Authority. Query how that happened in this case.
• And previously at that address, but now dissolved, Kinpro Holding GmbH Limited. The dissolution would have been a huge disappointment to BCGI (if they existed), as the documents claim they’d invested £8.5bn into it.
• Next door is “XYZ Investment Holdings Ltd“. The accounts claim it’s a financial business with a £15bn turnover and £5bn of net assets, but this is rather spoilt by other text which says “Our strategy is to create shareholder value through being a leading international supplier of components to the door and window industry”. Its previous name was “Stallion Holdings Ltd” and, under that name, it has its own fake website and a fake bank website. We called their phone number; it gives the option of “sales” or “customer services”, but both just go through to a maillbox. Surprisingly, the VAT number on the website really is registered to Stallion Holdings Ltd.
• And there is a BCGI International Group Ltd, whose balance sheet shows it’s worth £650m and has a turnover of £190m (but it still files unaudited accounts).

These companies all falsely claim to be audited by the same firm as 1 Stallion. They also all name that same firm as their company secretary – the firm tells us that’s not true (and we believe them).

These companies are connected to Stallion Financial Investments plc, which was incorporated in 2016, claimed a £12m balance sheet (we expect fraudulently), and applied to the FCA in 2017 for permission to carry on regulated business. This was refused because the company stopped responding to the FCA’s questions, and Stallion Financial Investments plc failed to file accounts and was dissolved soon after.

They responded by establishing a new company a year later, AR Worldwide Services Ltd which applied for, and obtained, FCA registration as a small payment institution. This is an area notorious for money laundering risk. We know AR Worldwide Services Ltd is connected, because its first director was Stallion Holdings Ltd¹⁰ It is worrying that the FCA did not notice that one of the directors of AR Worldwide was a company with obviously false accounts, and with a name very similar to that of a company whose application they had rejected in suspicious circumstances.

AR Worldwide Ltd’s Companies House entry shows its owner is a man called Ahmed Shah Rasooli. We would generally not trust any of the names listed on these companies to represent real people – but in this case it would seem likely that the FCA conducted at least some checks in 2019, and therefore that Mr Rasooli is really involved in the company.

The phone number on AR Worldwide’s website doesn’t work. Their regultory registration also covers “Prompt Remit”, who have their own (partly unbuilt) website. Both claim to operate out of this office in Harrow – there is certainly a payments business there, but we don’t know if it is actually connected to AR Worldwide.

Linked to all these companies is an individual called Ali Hassan, who gives his address as 102 Chorley Old Road, Bolton – the same address as most of the companies are registered too. Fake companies are often registered to addresses owned by completely unrelated people. However, in this case we can be reasonably confident the address is linked to Hassan, because he made a planning application for that address, in the name of Stallion Financial Holdings Ltd (which doesn’t appear to exist).

The first draft of this report said we didn’t know if these companies were created for fraud or as the product of someone’s fantasy. However the additional information we’ve received (the bank website, VAT registration, and the attempt to win business for Avantulo SA Ltd) makes reasonably clear this is a fraud. The domain records for the two Stallion Holdings websites suggest the fraud is ongoing.

14. ADCOF Exchange Limited

Another company claiming to be a central bank – it looks like it actually may be a scam cryptocurrency exchange.

The company was previously called “TDSL Finban UK Ltd” and was the subject of a warning from the FCA in December 2022. It almost immediately changed its name to “TSDL Financial Corporation UK Limited” and in 2024 changed its name again to ADCOF Exchange.

The website which says it is “Revolutionizing Global Monetary through blockchain for Digital Assets management First Exchange operates on cutting-edge robotic and AI systems”. But the website is mostly unbuilt – many of the links (e.g. “about us”) goes to a separate website with placeholders. It’s only really the homepage that works.

The odd style of wording on the website is repeated in the accounts. They look like accounts for a real company, but the grandiose descriptions of their activity is at odds with the small reported turnover of £1m. The high level of intangibles is not explained; nor are the references to “off-ledger funds” (odd for a non-bank). And the numbers in the balance sheet are all very round – not how real balance sheets look.

The website suggests the company is regulated – it is not.¹¹ Its consumer-facing activities, and the financial instrument-holdings described in its accounts, suggest that it should be.

The company may have falsely claimed to have had a banking licence.

ADCOF/TDSL is run and owned by a variety of individuals in Singapore, India and Dubai.

15. P&O Property Accounts Ltd

Finally we get to a real, non-fraudulent company. P&O Property Accounts Ltd is an administrative company in the P&O group, ultimately owned by Dubai World.

It appears in this list because, for unknown reasons (possibly a harmless mistake), it was incorporated with the SIC code for “bank”.

16. Bangko Maharlika Ltd

The website says it’s the “bank of humanity”, offering various crypto products, but with a strange lack of the legal, contact and privacy information you’d see on a real bank or crypto exchange.

The company filed bizarre accounts in October 2024 claiming that, as at 30 June 2023, it had £50m exactly of investments, £183m of current assets, and £239 of creditors. Not £239m, or £239k, but £239.

The company claimed to have lost £250m yet it somehow also claims to be a small company which doesn’t need to file audited accounts. That means turnover of no more than £10.2 million, and assets worth no more than £5.1 million. Needless to say, you cannot lose £250m on a turnover of less than £10.2m.

Then, two months later, it replaced these with amended accounts for the same period. Investments were now £5bn (exactly). Creditors were £4.95bn – unexplained, but conveniently cancelling out the increase in investments.

We spoke to one forensic accountant who said he’d never seen more obviously fraudulent accounts.

The company says it’s owned by a Filipino man called Paul Armand Infante Monozca. The directors are a variety of other individuals – but in reality query if any of these people exist.

The directors also run a company called Formula Green Corporation Ltd, which appears to have similarly fake accounts.

Update: the company has written to us complaining about this article. Their head of Public Affairs told us they’re not fraudulent, but she wasn’t able to explain the numbers in the accounts, the way the numbers changed so dramatically, or why they filed as a “small” company. We will keep an open mind as to whether this really is a fraud, or merely people with no understanding of law or accounting.

17. Genius Bank Ltd

This company has a billion shares, each with a value of £0.000001 each – so £1,000 in total. The high number of shares triggered our code to shortlist the company, but there are no signs of fraud. It is, however, an unusual arrangement, and it’s unclear how the company was permitted to incorporate with the word “bank”.

The company’s been dormant for the seven years since it was incorporated, and is owned by a French woman living in the UK.

We’re guessing it’s an aborted startup, and entirely legitimate.

18. Suria Global (L) UK Trusted Limited

This is another more complex and sophisticated arrangement.

The company’s website describes the business as providing “financial and high-level networking resources for large scale opportunities in South East and North Asia, Australia, New Zealand and Pacific Islands, Europe and ultimately in the United States of America”. This doesn’t mention the UK, but the title of the website is “Suria Global (L) UK Trusted Limited”, which is peculiar.

The UK business has a separate website which says it “maintains a strategic office” at 27 Old Gloucester Street London WC1. It’s not very strategic, because it’s a postal address, shared by (amongst others) House of Burlesque. The website is unusual for a bona fide business in what it lacks: the company legal name and registration number, any identifiable individuals, or a privacy policy.¹²

The websites are superficially plausible, much more so than the others in this report. But our contacts in the hedge fund and investment world thought the text was were deeply suspicious: not just the vague language, but the lack of any kind of sector focus. And none of them had heard of Suria.

The accounts of Suria Global (L) Trusted Limited present £100m of current assets, but this is illusory. The incorporation documents show that the £100m were shares issued to the sole shareholder/director, Omar Yassin Bin Abdullah, for nothing.¹³ And that explains why, year after year, the company reports £100m, with no income or expenses. The cash doesn’t exist.¹⁴

But this isn’t just a paper company.

Suria Global (L) Trusted Limited owns a Malaysian company called Suria Global (L) Ltd (although there’s no sign of this in the UK accounts). That Malaysian company previously owned an Australian company called Suria Global (L) Pty Ltd, which went into liquidation amidst accusations of fraud. Its sole director and shareholder was a John Ata Alan Lutui (we don’t know how that is consistent with Suria’s supposed ownership). Lutui failed to attend the court and an arrest warrant was issued; he promptly fled Australia for the US.

We’ve have heard from a reliable source that Suria has very recently been touting for business.

So our assumption is that this is an active fraud.

We wrote to Suria asking for comment, and didn’t hear back.

The limitations of our approach

The approach taken by our automated tool is exceedingly simple. It catches just one type of fraud: suspiciously large balance sheets. There are myriad other accounting frauds it can’t begin to identify.

Inevitably, our approach will also shortlist companies that (like P&O Accounts) are entirely innocuous. So please use the tool with care.

There are also two significant technical limitations.

First, the tool only searches accounts filed last year. If a company didn’t file last year, it won’t see its accounts. And the tool isn’t designed to deal with more than one year’s of accounts. It could be modified fairly easily to look across multiple years – at an obvious cost of storage and speed.

Second, and most importantly, the tool can only access accounts filed electronically. A more sophisticated approach would deal with accounts submitted by post¹⁵ – that’s as many as a third of all companies. There is, however, one benefit of this limitation – larger/complex companies tend to be unable to submit electronically and have to post their accounts to Companies House. So our approach means we are using a set of accounts that omits many legitimate large balance sheets. Of course, if this report becomes widely known, and Companies House doesn’t change its approach, then we may find fraudsters moving to posted accounts to avoid easy electronic scrutiny.

The response from Companies House

A spokesperson from Companies House told us:

“We take fraud against the register seriously and all allegations are fully investigated.

Companies are responsible for filing accounts that are compliant with the law. Where incorrect, suspicious, or fraudulent filings are made, we will take appropriate action. We proactively share information with other relevant government agencies and law enforcement.

“We are developing systems and processes to enable more checks to determine the accuracy of information delivered to us before it is placed on the register.”

How should the law change?

But we believe some of our findings in this report suggest the law should change.

First, companies should be prohibited from choosing the category of “bank”, “central bank” (or other SIC codes that relate to regulated business), without a letter from the Financial Conduct Authority (in the same way as a letter is already required if you want your company to have the word “bank” in its name). Falsely using the word “bank” is a criminal offence under section 24 of FSMA – certainly for the company and plausibly for Companies House as well.

Second, the current rules exempting small companies from audit are too generous. A company can have a balance sheet of any size at all – even £100 trillion – and , as long as it has fewer than 50 employees and a turnover no more than £5.2m, it’s a “small” company and doesn’t need audited accounts. That creates a loophole that’s being ruthlessly exploited to create fake companies that look like they’re worth a fortune. It’s easy to fix¹⁶ – amend the legislation so that a company with balance sheet assets over (say) £10m always has to file audited accounts, regardless of how recently this happened and regardless of turnover and number of employees.

Third, to prevent this new rule being subverted, Companies House should introduce verification that a named auditor has actually audited the company’s accounts. As we note above, there are signs that some companies are already faking audits. We’ll be writing more about this soon.

What should Companies House do?

Nobody expects Companies House to undertake a detailed audit of the millions of registered companies. But they should be able to use an approach similar to ours to identify companies with obviously suspect accounts.

Swift action can then be taken:

• The Companies Act imposes civil penalties where the accounts rules are not followed. A company that’s filed false accounts for years will have incurred multiple £3,000 penalties. These should be immediately charged.
• The directors have committed a criminal offence unless they can show they “took all reasonable steps” to comply with the rules. That defence seems unlikely to be available for companies with false billion pound balance sheets. The consequence is an unlimited fine and even potential imprisonment.
• Most important: Companies House has a duty to ensure the integrity of its records. It should use its powers to remove the false accounts from the register. People using the register will then be alerted to the fact the company has not filed accounts.
• It would be sensible for the false accounts to be still available for viewing, but with a health warning that they have been withdrawn.

The fraudulent use of UK companies will continue until there are clear adverse consequences for fraudsters.

There’s no excuse for inaction. Companies House has the data, the legal tools, and now the evidence. The question is: will they act?

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Many thanks to the accountants and forensic accountants who assisted with this report, particularly P and J. Thanks also to J (a different J) for looking through an early draft. And thanks to yet another J who provided us with some important information. Thanks to S for the research on the fake Iranian professor.

Thanks again to Companies House and the Financial Conduct Authority for their commitment to public access and open data. It’s very possible that other countries have registers as full of frauds as Companies House; but Companies House’s openness means that we in the UK are unusual in being able to spot the frauds so easily.

Avis Capital Limited is one of the largest companies in the UK. It says it was spun out from Avis (the car hire company), is FCA-regulated and has £58bn of net assets. It promises investors a 31% return. But all of this is a lie.

Avis Capital’s accounts are a work of fiction. It’s completely unregulated, and the financial products it sells appear to be fraudulent. It has no connection to the real Avis group. All of this has been facilitated by Companies House accepting filings and accounts which are false on their face, and by accounting firms who failed to notice obvious signs of fraud.

Companies House’s failure to identify and act on this is a scandal. It could be taking simple steps to stop UK company law being used and abused by criminals. But it isn’t.

We are aware of even worse cases, and will be reporting on them shortly.

Avis Capital – the 13th wealthiest company in the UK

Here’s Avis‘ Capital‘s 2021 accounts – it made a £48bn profit on an initial £10bn, resulting in £58bn of net assets. That would make it the thirteenth biggest company on the FTSE.

The 2020 column to the right is cut off, but the numbers are almost the same.

The company then repeated this magic trick in 2022 and 2023: the accounts are identical, to the pound, for each year:

Trade debtors and creditors, fair value of investments… it’s all the same, every year.

All while showing no sign of paying any tax on its £48bn profit, and all while claiming the company is dormant.

Avis Capital is claiming that a multimillion pound business was in exactly the same financial position for three successive years (and almost exactly the same for the previous year). That is not possible – all that cash and other investments will yield a return, that will be taxable, the company will have expenses… all mean that the numbers will inevitably change from one year to another. One expert told us that, for any company with real activities, it was “essentially impossible” for every line on a balance sheet to be unchanged from one year to the next. That’s true for a coffee shop: it’s certainly true for a £58bn financial giant.

Avis Capital Limited applied Section 1A of FRS 102, simplified accounting standards for small companies. These are inapplicable to a large company like Avis Capital. More significantly, accounts for large companies are required to be audited. Avis Capital Limited filed unaudited accounts.¹

The accounting experts we spoke to were certain these accounts are fraudulent. ²

Avis Capital – in reality

We have extensive contacts in banking and finance, in the City and across the world. Nobody has heard of Avis Capital.

The company’s website says it has 150,000 employees. This is its registered office: an estate agent in Brixton:

Avis Capital has almost no internet presence aside from its own website,³ which is full of claims like this:

The website says Avis Capital was spun out of “the AVIS Car corporation” in 2005. There is no “AVIS Car corporation”; the well-known car-hire business is Avis Budget Group, and it has no connection to Avis Capital.⁴

There’s also a LinkedIn page boasting that it has “twelve digits of construction cash”…

The company has a YouTube channel, with 105 subscribers. The most recent video contains vague claims about a “quantum banking system” delivered by an AI generated voiceover…

Older videos promote financial services through “Avis Bank”:

And, from 2014, there’s a video promoting the “Avis Humanitarian Foundation”, complete with a music video covering Michael Jackson’s “We Are The World”.

Aside from Companies House filings and websites/YouTube, the only evidence we can find of Avis Capital’s existence is that on two occasions it was taken to a county court for not paying a debt, a judgment was issued against it, and it didn’t pay:

The Avis Group

There are a series of related Avis companies with similarly suspect accounts:

• Avis Global Green Energy Fund has £19bn of assets and £510m of net assets on its 2023 balance sheet. Its 2022 and 2021 balance sheets are identical.
• Avis Global Energy Ltd holds Avis Capital Limited and so should have at least £85bn of net assets; but its accounts instead show that its investors put in £5bn, and the company is now worth slightly less than that. Its balance sheets are duplicated from one year to another.
• Avis Congress Hotels plc is a dormant company with £1bn in cash, and identical balance sheets from 2018 to 2023.
• Avis Fintech PLC supposedly has £100m of cash, and has done every year since 2019, with no change in its balance sheet.
• Avis Global Group PLC supposedly has £8m cash in the bank, with its balance sheets never changing.
• Avis Magnetic Technologies PLC supposedly has £10m cash.
• Avis Logistic Ltd has £1m in unspecified current assets.
• Avis Atom Threads PLC has £2bn in “called up share capital not paid” – in other words, the shareholders acquired £2bn of shares but didn’t pay immediately. That is less obviously fraudulent than claiming to have £2bn in cash, but is still not very plausible (normal people don’t agree to acquire shares which means they owe large sums of money to a company).
• Avis Noage PLC, Avis Vortex Industries PLC, Avis Nuctron PLC – all have £1bn in “called up share capital not paid”.

Since we published this report, Ray Blake has noticed a 2024 incorporation from the same people:

• Join Asset Ltd was supposedly incorporated with £1bn paid up shares. It has a website with the same peculiar art style as Avis Capital, and similar vague business descriptions (“tokenised assets”). The website says their values are “honesty, integrity, and transparency”.

The fraud

Why would someone, or a group of people, create a ring of fake companies?

The most likely scenario is that these companies are part of an attempt to defraud investors.⁵.

We see two potential frauds here.

The first involves Avis Global Energy Ltd, the holding company of the supposedly extremely valuable Avis Capital. Its 2022 confirmation statement shows 70 shareholders, mostly small investors who’ve acquired shares from 2017 to 2022. If these investors paid money for their shares then that could be the fraud: create a fake company, and convince people to buy shares in it.

The second is more complex, and is revealed by legal documents listed on the Avis Capital website, all of which suggest it is selling sophisticated financial services. The documents are superficially plausible but contain mistakes and oddities. For example, the call option is headed “Institutional Acquicition” and says it is subject to “the laws of the State of United Kingdom”. ⁶

Most notably, there’s a detailed fund memorandum – the kind of document produced when a private fund is being marketed to investors. Here’s the full document, dated 2022:

The document refers throughout to UK financial services and tax legislation, and may therefore be targeted at UK investors. However it is also possible that the fraud is targeted at foreign investors, with the UK being used to add credibility to the business.

The key claim in the document is a promise of very high returns:

The high “gross equivalent” return is because Avis claim that their fund qualifies for a 30% tax relief “offered generally from governments”. This claim is false. Most governments do not offer relief for funds like this, investing in large, well-established companies.⁷

So, whilst the claim of a 17.1% return is (at best) highly optimistic, the claim that tax credits boost the gross return to over 30% is false.

We can be reasonably confident that the arrangement is fraudulent from this paragraph alone:

The Financial Services Authority ceased to exist in 2013, and was replaced by the Financial Conduct Authority and the Prudential Regulation Authority. None of the Avis companies are authorised by the FCA or the PRA. There is no such thing as a “registered financial management company”; interestingly, the websites using that term all appear to be scams.

Given that the Avis entities are not regulated, this paragraph is untrue:

The Financial Services Compensation Scheme does not apply to unregulated providers.

Many of the fund’s investments are into supposed nanoparticle production by Avis companies, and there’s a nanoparticle catalog on the website dating from 2017. On the left, below, is one page from that catalog. On the right is a page from a 2013 nanoparticle catalog published by Skyspring Nanomaterials, Inc.

It’s a crude copy. They didn’t even change the fonts or shading.

It therefore appears likely that the web of fictitious companies was created as part of an investor fraud..

We have not been able to determine if the fraud was successful. They applied for a LEI (the “legal entity identification” number a company needs to acquire securities). There are suggestions that those running this operation tried, and failed, to register as a bank in Zimbabwe (but we do not know how reliable those reports are). An archived website shows what looks like a fake portal for “Avis Bank”, and there is a discussion on an internet forum where someone says they considered signing up for services from Avis. An online website claims that the Avis entities and individuals are linked to a series of frauds – we cannot verify if the information on the website is correct, and our attempts to reach the authors of the website were unsuccessful.

From 2020 to 2023, Avis operated a website claiming to help victims of fraud recover their funds (the website is down; that’s an archive link). The style of the website is very different from Avis, but its email domain records were the same. So this appears to have been a separate “line of business” for Avis.

Avis Capital, and many of the other companies, have recently failed to file accounts and/or confirmation statements on time. This may be a sign that the fraud has ended (successfully or unsuccessfully; we do not know).

Who is behind Avis Capital?

The owners

The directors of Avis Capital and many of the other companies are Gerda Maria Koenig (an Austria resident), Jairo Restrepo Chavez (a UK resident), Alfred Schedler (an Austria resident) and Rosemarie Schell (Austria resident).

The links in the previous paragraph are to the individuals’ entries in the Paradise Papers, which show them to be owners of a Maltese company called Avis Global Energy Ltd. Ms Schell has a LinkedIn page describing her as “Director Controller & Ambassador of the Avis Global Green Energy Fund, Avis Global Energy & Avis Global Humanitarian Foundation”. Aside from that, we have no information on these individuals.

The “person with significant control” of Avis Capital Limited is said to be Ms Koenig, both directly and via Avis Global Energy Ltd.

We wrote to Avis Capital asking for comment and received this:

We then heard nothing further.

The facilitators

The registered office for Avis Capital and the other Avis companies is 102 Acre Lane in Brixton, which is an estate agent, Technoestates. One of the two directors of Technoestates Ltd is Andrew Restrepo Oviedo. Mr Oviedo is also a director of Avis Fintech PLC (the company with £100m of (likely) fictitious cash on its balance sheet), and a minority shareholder in Avis Capital’s parent company, Avis Global Energy Ltd.

Mr Oviedo owns a separate company called Tabono Corporation Limited. There are two directors: Andrew Restrepo Oviedo and Jairo Restrepo Chavez, who is a director of Avis Capital and most of the other Avis companies. Given the coincidence of names, and the Spanish custom of the father’s surname becoming a child’s first surname, it may be that Andrew Restrepo Oviedo is Jairo Restrepo Chavez’s son.⁸

We wrote to Mr Oviedo via Technoestates asking for comment; we didn’t hear back.

We don’t know how involved Mr Oviedo is in the Avis companies; at a minimum he is the director of a company which has filed false accounts, and has missed obvious signs of criminality in that company and the many others that use his office as a registered address. It is also possible he is a victim – particularly if he paid cash for the worthless Avis Global Energy Ltd shares.

An ICAEW-regulated accounting firm called RMR Partnership LLP provided company secretarial services, and a registered office, to Avis Capital (and other Avis companies) from 11 June 2020 to 24 August 2023 (either through the LLP or via one of their partners, Ragen Amin).⁹ It was during this period that Avis Capital Limited filed unaudited accounts claiming implausibly large asset holdings, and repeating balance sheet entries from one year to the next. An accounting firm should have realised these accounts were false, and that they should have been audited.

Mr Amin also appears to have acquired five million shares in Avis Capital’s parent company, Avis Global Energy Ltd. If he paid money for these shares, it may be that he is a victim of the fraud.

We wrote to RMR asking for comment; we didn’t hear back.

We don’t know how involved RMR and Mr Amin were in the Avis companies. At a minimum, an accounting firm was the company secretary of companies that filed obviously false accounts, missed obvious signs of criminality, and in acting for what appears to be a criminal enterprise, may have breached anti-money laundering rules.

Before RMR Partnership LLP’s involvement, the company secretary to Avis Capital and other Avis companies was Derek Williamson, a forensic accountant who runs Williamson Consultants Ltd. Mr Williamson was appointed in September 2018 and resigned in May 2020.

We asked Mr Williamson for comment – he sent us the following reply:

The statement that Avis Capital’s balance sheet was “merely issued share capital” is not correct. The accounts filed with Companies House in 2019 when Mr Williamson was company secretary, show £10bn of shares issued for £10bn cash. If Mr Williamson had checked the 2017 statement of capital, he would have seen that the shares were stated to be issued for cash. We would expect a forensic accountant to have understood this.

So again, an accountant appears to have missed obvious signs of criminality, and may have breached anti-money laundering rules. On Mr Williamson’s account, he has responded to subsequent signs of improper behaviour, although we are unconvinced that “chasing the company” is a sufficient professional response to the situation.

Mr Williamson didn’t reply to further enquiries from us; we therefore don’t know who the “accountant” was, or who “Mr H Konig” was. It may have been this individual: H K Koenig, “a pivotal member of the Board of the AVIS Umbrella”, who was jailed for fraud in Austria in the 2000s.

The PDF metadata for the fund memorandum shows the author as “Helmut Koenig”.

What offences have been committed?

The failure by Avis Capital to file audited accounts means the directors committed an offence under section 451 of the Companies Act. There’s a defence where the directors can show they took all reasonable steps to file accounts; that seems unlikely to be relevant in this case.

There is also a general offence of delivering false documents and/or making false statements to Companies House without reasonable excuse. The company itself and its directors are liable.

It is an offence under FSMA for a person to claim to be authorised by the FCA when they are not. It is also an offence to market regulated financial products when not authorised.

What should Companies House have done?

Avis Capital explicitly uses its Companies House entry as evidence that it is a substantial business. We expect many unsophisticated investors would take Companies House accounts at face value. That is why it’s so important that Companies House maintains the integrity of its records.

It has always been a criminal offence to knowingly file false accounts or other documents with Companies House. Historically, these rules were almost entirely unenforced. We are aware of only one successful prosecution; it involved someone making prominent politicians directors without their knowledge. This gives the unfortunate impression that company law breaches will only be prosecuted when they affect prominent individuals.¹⁰

Since last year, Companies House’s role has been expanded – its statutory objectives include ensuring the integrity of the register, and preventing companies from carrying on unlawful activities. Companies House now has wide powers to correct information and serve binding information requests on directors. It says it’s acted against 75,000 companies.

These powers should have been used in this case. Avis Capital and the related companies raise numerous red flags that should have triggered action:

• It is technically straightforward to automatically flag companies with anomalously large balance sheets, and submit them for manual review. Clearly Companies House doesn’t do this.
• It would also be straightforward to flag companies with large balance sheets and turnover which aren’t filing audited accounts.
• Avis Capital’s stated areas of business are: “banks”, “financial leasing”, “mortgage finance”, “securities dealing”. These would require a banking licence and/or regulatory authorisation – which Avis Capital doesn’t have. It would be straightforward for Companies House to flag companies whose stated activities conflict with their regulatory status. It would be equally straightforward for the FCA to scrape this information from the Companies House API (the interface that lets computers easily access the Companies House database).
• We identified Avis Capital by looking at our automated webpage showing PLCs that failed to file accounts on time. Companies House should be able to do this in a much more sophisticated and efficient manner.

But the most important failure is a failure to enforce the rules.

If blatant abuses like this were routinely identified and prosecuted, then we’d no longer see fraudsters (and worse) exploiting UK company law.

What should happen next?

We believe the information in this report provides enough basis for a criminal investigation into those behind Avis Capital. There have been flagrant breaches of company law and regulatory law. We hope the relevant authorities will take action.

If a case like this can’t be prosecuted, then the offences in the Companies Act may as well not exist.

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Many thanks to the accountants and forensic accountants who assisted with this report, particularly P and J. Thanks to V for company law input and to K for research and review.