Muse on Allen Limited a lesson on share holder agreements and Independent & competent lawyers

Today  Monteck Carter chartered accountants  sent out a news letter on  Shareholders agreements

“A Shareholders’ Agreement is a contract between the shareholders of a company. Without one, you risk a dispute at some point down the track when each shareholder has a different idea of who can do what, when they can do it, how it is done, and what was agreed at the outset. Like a pre-nuptial…

Read the whole article »

The entire fiasco with  Muse on Allen Restaurant and Bar   is a  great example as to why share holder agreements are essential and why the company should have a Lawyer who acts for and on behalf of the company ensuring that all parties have the protection which the  law  affords  them.

Two Chefs agreed to purchase an existing business  , One a relatively new immigrant  to New Zealand  had the finances to set up   a company, the other    had an ambition  too large for his  pockets which was to be the  youngest chef to be  the owner of a restaurant.

The young chefs owner   worked with their  family lawyer to  transact  matters  in the company and then they drew up their own document  which has no real basis in law  but   despite this and lack of compliance with the  document  have staunchly held  to  this grossly defective and deceptive document.

What was signed  between the so called partners of  Muse on Allen  was called  apartnering agreement partnering agreement as opposed to a Share holders agreement  There was no interdependent legal advice nor was an opportunity provided for  such advice. As a result the majority share holder had all his investment   taken from him and transferred   to the young chef Samuel North ,  contrary to the provisions of the companies act  so that    the  most cash strapped  member of this so called agreement could  claim publicly and repeatedly that  the restaurant was his own  .

A  sample copy of a share holders agreement   can be found  at this link   an unprotected version of the document is here shareholders-agreement.

As can be seen there is a massive difference  between this  document and the  ” partnering  agreement

Share holder is defined in the  companies act in section 96.  Partnership has no definition other than that  given  under the limited partnership act  and this registers partnerships.  this does not apply in this instance as this is  a limited liability company with share holders.

It is interesting to note   that the agreement  to the right is deficient   section 21 


It is quite clear therefore that Anabelle Torrejos Malcolm  North and Debbie North were not share holders.  they have never appeared on the  share registry, either those of the company or  as reflected on the  registrars  on line registry    therefore it  can quite safely be said that   this is not a shareholders agreement.

In this case Anabelle Torrejos Malcolm  North and Debbie North  could not sell their shares  as they  did not hold any.  they were instead lenders   as   they loaned their funds   to the company.shae holder accounts

We are of the opinion that  this  Partnering document being held out to be a share holders agreement makes false representations  and through those false representations  those who hold this document out to be  be genuine should be looking at the provisions  of the crimes act .

We cannot emphasize enough the need for good and competent lawyers  who act in accordance with the law.  Without such  protection   companies can go entirely off the rails and  be used  contrary to the law .

It is therefore essential that any company has an impartial  Independent lawyer who ensures that all parties  comply with the law.

No one involved in a company  should sign anything  unless thy have sought independent legal advice .


Muse on Allen limited lack of compliance with the companies act-OIA

Open letter and Official Information act request to Paul Goldsmith

Muse on Allen limited lack of compliance with the companies act.

On 19 August you responded to my letter dated 9 July 2015 in which I raised concerns with regards to enforcement of the companies act.

In that letter I had asked for a ministerial enquiry into the abuse of the companies act legislation. a copy of that letter which was addressed to Craig Foss and passed to you as responsible minister  can be  found here Abuse of Companies act – Muse on Allen Limited- request for ministerial investigation

There are several  matters  which  I believe may have been overlooked  and which are of significance they are

  1. That there are some 30   serious  offences disclosed  as  listed here
  2. The penalties range from $5,000  fine to 5 years imprisonment
  3. There are four offenders not including the company.
  4. The company is currently before liquidation court
  5. The civil action which was commenced by the lawyers of Jozsef Szekely is under section 174 of the act and does not include any of the offences which I have provided evidence for.
  6. The directors of the company have taken over the company without any legal right and have removed Jozsef’s shareholding contrary to law.
  7. The court action commenced in 2012 is now into its third year and a hearing date of April 2016 is expected.  This is estimated to cost Jozsef a further $42,000 he has already incurred costs of over $50,000…..affordable, quick.. definitely no to both

By way of OIA could you please advise

  1. How action under section 174 of the companies act Prejudiced shareholders could possibly have any relevance to the offences which have been identified.
  2. The Muse on Allen matter proves that he who holds the company key controls the company and can make changes to the register with total disregard to the requirements of the companies act.    How is this not a “a reputational threat to the New Zealand corporate registration system.”
  3. In the case of Muse on Allen there are gross inaccuracies of the companies register , on what basis  does the registrar believe that these inaccuracies are not a a material risk of financial or other loss or harm to users of the register “  the inaccuracies have been there since  August 2012  they are
    1. 17 Aug 2012 Debbie North appointed herself as Director and back dated this to the date of formation of the company. The reality is that she was appointed only as alternate director.  While there Is no provision in the act for this many companies overcome this by inserting the words alternate for alongside the name.
    2. 19 Dec 2012 Samuel North transfers shares into his own name  reducing the shareholding  of Jozsef Szekely  to 49%  in direct contradiction to the companies  accounts  and without the  required compliance with  the
    3. 09 Jan 2013 Malcolm North is appointed as director this is done using the alternate directors vote alongside the director she is alternate for. This appointment is therefore contrary to the provisions of the act.
    4. 11 Jan 2013 Samuel North removes Jozsef as a director he was voted off by the alternate director and the director who was not lawfully appointed when the three , all family members had a late night meeting in their home.
    5. 20 Feb 2013 Samuel North changes the registered address of the company to his home address.
    6. 24 Feb 2013 Samuel North transfers the remaining shares into his own name and becomes the 100% shareholder of the company. Company records at the time show that there are two shareholders Jozsef with $64,118 equity and Samuel with $5,235.    The on line shareholding continues to show that there is just one share holder.shae holder accounts
    7. 21 Oct 2013 the annual return is filed  and incorrectly  records the shareholding  showing  100% of the shares owned by Samuel North .
    8. In January 2014 a statement of defence is filed and claims that “The Companies Office records stating otherwise are in error, and that the plaintiff remains a shareholder in the Company,” the annual return is filed 09 Oct 2014 and despite claiming that there had been an error in the shareholding no correction has been made. The company accounts now show that there is only  one shareholder with paid up equity, this is  Jozsef with $64,118  while Samuel has a deficit of $6420
  4. It stands to reason that when shareholders and directors have not been appointed according to the act that everything done from the point of the first breaches of the act impact on the  entire  integrity of the company . The company has a number of PPSR’s against it and is currently in liquidation court. Those  who  have security interests in the company  have relied upon the falsehoods in the register in lodging those security interests . Do those  who provide a ppsr to a company have any right   of confidence in knowing that  what is on the register reflects reality.
  5. I have looked at your policy and it states “In order to maintain and enhance our international reputation, the Companies Office recognises that a well-regulated corporate registration system must be not only simple and cost-effective– the information that it contains must also be seen to have integrity, and to be accurate and reliable “  The  information with regards to Muse on Allen  has no integrity, is not reliable  or accurate , I can see how it is cost effective  for  the government but I cannot see how  spending  nearly $100,000 in court action   hell bent on delay  is   at all cost effective for Jozsef   Please advise   whether the cost effectiveness and simplicity  is  for the users of the companies register or for the  government.
  6. With regards to Muse on Allen the lawyer for the company XXXXXXX, refuses to seek a correction of the register despite the acknowledged error. The registrar will not intervene. It is therefore apparent that acknowledged error remains on the company record without amendment and without consequence .  Does this not implicate the registrar in allowing inaccuracies to remain on the records?  Does this not conflict with policy? What rights does the registrar have to ignore policy ? how long can an error remain before it is deliberate ?
  7. There can be no doubt that those who are holding themselves out to be directors of Muse on Allen have abused the privileges of corporate structure.  It is not Jozsef’s fault that his lawyers unwisely sought to take court action in which he is now trapped. Due to non-compliance  with the  companies act Jozsef has   suffered significant  financial losses  please advise why this matter does not come under  section 19 of  your guidelines and what  your definition of serious financial loss is and  is this  ” significant  financial loss in any way  related to a persons income or are we looking at figures which   only the very rich   could  lose.
  8. We have not received a response from the registrar on  our latest complaint  please provide a copy of all correspondence from the registrar   showing the decision in terms of  section 22 of the guide lines as to why this matter should not be prosecuted.
  9. Under the prosecution guide lines  you state that he registrar should note that before considering enforcement action the Registrar would need to be satisfied that the offending was serious andimpacted on the ability of the register to perform its purpose;
    1. poses a serious risk of financial or other loss or harm;
    2. poses a reputational threat to the New Zealand corporate registration system;
    3. was premeditated or undertaken for the purposes of dishonest or improper gain;
    4. was likely to be repeated; and/ or
    5. was undertaken by an offender with a previous history of serious offending or persistent non-compliance.

On the evidence I have provided it would appear that the offending of  the directors of Muse on Allen tick all these boxes , please advise why   enforcement action will not be taken .

  1. You state in your letter “It is unlikely that enforcement action would be taken where non-compliance is technical, where (as in Mr Szekely’s case) civil actions or other alternatives to prosecution are available to remedy harm or where prosecution would not be likely to attract a material penalty. Enforcement action would also be unlikely where compliance has already been achieved.”
    1. Please advise if this matter  is considered “ technical noncompliance “ and  provide a definition of  what “ technical noncompliance “ is
    2. What type of matters would not have a  civil  or other alternative , it would appear that  all matters  have  a civil  or other alternative.
    3. Where in the policy and  or the prosecution guidelines  is there a reference to “material penalty” does this mean that  the registrar will not prosecute any matters where imprisonment is likely ?
    4. With regards to enforcement action where compliance has already been achieve   does this mean that  a company like Muse on Allen  can blatantly breach the companies  act    and  comply   only  at the 11th hour  and the by prevent prosecution  . if this is the case could the minister   please also see that this is applied to speeding , parking      Please advise why enforcement of the companies act legislation should not be on a par with the enforcement of speeding and parking offences.

I am certain that the news media, chamber of commerce, accountant and the public in general will be interested in your response.  It is for that reason that I will be publishing my request and   your response.

The matter of Muse on Allen is   well investigated, the evidence is there the offences are   blatant and repeated   and it appears that the victim has to endure years of civil litigation which he cannot afford and all the while the offending continues and the  register remains inaccurate.

Please also advise if you will be conducting a ministerial   enquiry into this matter as it reflects on the integrity of new Zealand companies and he register and is proof that the system   is unsafe.

As a former police officer I firmly believe that compliance is only a reality when the   prosecution is real and expected and the penalty outweighs the advantages of the offending.

It appears that   the registrars  policies are more in line with  economics  than they are with  serious  enforcement and ensuring  integrity  and it makes our companies  registrar  totally unsafe.


Grace Haden

Muse on Allen a case study of the dangers of NZ companies

Muse on AllenWe are led to believe that companies  structure is  safe. Companies are set up and  regulated  under legislation  which is the  companies act .  The legislation  is administered by the Ministry of Business, Innovation, and Employment.  But does that give you any  confidence that   what is on the companies register is accurate  and what about the penalties and  enforcement measures  how realistic are they ? 

It transpires that enforcement of companies act offences  is not  taken on as diligently as  parking and speeding  matters  and the registrars approach is to seek compliance.  In other words.. they may ask people nicely to make corrections . In my career  as an investigator  I  have  found instances where  directors and liquidators  were  fictional. when I discovered this   I was sued  and taken to court for harassment , fortunately in those days the national enforcement unit   was active  and Lynne PRYOR and Terry Hay were both charged with   some 22 fraud offences . see news items Charges over alleged fake liquidator  and  Boss invents accountant to escape $60k debt  .

We had hope that  our complaints to the registrar with regards to Muse on Allen may have been taken  and addressed in a similar vein but it appears that   in a few years there has been a rethink on enforcement.

Despite  a detailed complaint  with evidence  the minister of commerce and consumer affairs Paul  Goldsmith  has  advised in the letter  LETTER – to Grace Hadon – 19 August 2015 that ( RIET= Registry integrity)

the RIET is unable to take action in relation to every complaint it receives. I am advised that resources are therefore focussed on those matters that have potential to pose:
• a material risk of financial or other loss or harm to users of the register; or
• a reputational threat to the New Zealand corporate registration system.

We are unsure as  to the scope of the registrars   inclination to act in such matters  as we believe that the companies act offending   by Muse of Allen’s directors  was at the  top end of  the scale and fell into the category .

our complaint   is here  these are the offences  Offences and this is  evidence part 1 and  evidence part 2 the pages are referenced int eh complaint and the  offence summaries.

While the companies office  chooses the ” economical ” approach to   enforcement.. that is   not to  take legal action.. it has to be noted that Jozsef has already spent $50,000 on lawyers   who then  withdrew when they had  false allegations of contempt of court  made against them  and who advised jozsef  that it was not economical to  continue  due tot he fact that the company is insolvent.

The companies accounts have shown it to be insolvent since day  1   and ironically the accounts  in 2014 showed  that Jozsef was the only share holder with  paid up equity  yet  he had no rights   except to be abused and bullied.

Muse on Allen is currently in Liquidation court, it was due to appear this week on a  claim by the former land lord but our inquiries reveal that this sum has  since been paid.

Samuel North  who  misappropriated  the  shares and  the companies assets  for his own use  is now looking for  more hired help  and continues to promote the restaurant as a top restaurant.

Mean while the lawyer  for the  company xxxxxxxxxxx   has filed harassment proceedings against me  because I had the audacity to email him and express  concerns  with regards to   his  false allegations  against me .  Harassment proceedings are frequently taken by  lawyers who  find themselves in a pickle , in my opinion  it is bullying  and  there is no need for it if lawyers stick to their  legal obligations.

I personally also have to wonder why  this lawyer ,( whose father is a  well respected former police officer and   who worked  with me in the police), would go all out  to   try to have me removed as support person for the victim of this serious  matter.

David   I repeat   lawyers have an obligation to the rule of law   section 4 Lawyers and conveyances act   and

Assisting in fraud or crime  2.4 A lawyer must not advise a client to engage in conduct that the lawyer knows to be fraudulent or criminal, nor assist any person in an activity that the lawyer knows is fraudulent or criminal. A lawyer must not knowingly assist in the concealment of fraud or crime.

  I  joined the police with this lawyers father  , I worked with him in Rotorua   , he would not condone the action of  your clients  . Pleases make your father proud and act  like a chip of the old block . in trying to remove me as Jozsefs support person  you  are backing the wrong horse.


I have now spent  the best part of the past week preparing for  your harassment proceedings , this does not make mr happy at all  especially when   I went so far as to make amendments to  the web site    at your request to appease you .

You have falsely accused me of   contempt of court, blackmail and harassment  . please try  to  put your energy into justice  it will serve you  your reputation and the public so much better. .. but it may not bring in as much dosh  that is why i  am working for  Jozsef pro bono .

In the mean time  any one going into business   has to be aware that the New Zealand company structure is extremely unsafe  and it appears that with the use of the  company  key you can add  and remove directors and share holders. you then   protract the  legal  action  stall it  , come up with  false  complaints   provide a side show  and  hopefully the  aggrieved party will  find  that it is uneconomical to pursue   the matter.

It appears to me  to be a perfect script for  crime.    How to steal a company   by   Muse on Allen  :- if this is not a reputational threat to the NZ companies register  I wonder what is?

New Zealand companies appear to be safe on paper   but when the  30 significant breaches of the companies act  (see Offences ) ranging in penalty from $5000  to 5 years imprisonment can be ignored you have to wonder what  confidence  the public can have in the   integrity of the  companies register.

the   opinions expressed in this article are genuine  and  based on research a statute . If any statement is incorrect and requires modification please provide you evidence as to why it is incorrect and   we will  make the necessary  changes.

This publication comes to you  by courtesy of section 14 NZ Bill of rights  “Everyone has the right to freedom of expression, including the freedom to seek, receive, and impart information and opinions of any kind in any form.” and Samuel North of Muse On Allen

Good afternoon Graham Bloxam

We noted that you are promoting Samuel  North   on your  web site

Samuel North  has misappropriated the assets of Muse on Allen  as described on our blog.

We  sent you an email   as  follows

Sent: Monday, 3 August 2015 2:34 p.m.
To: ‘’ <>
Subject: Samuel North .. correction sought

Your web site   states


Info:At just 21 years old, Sam was considered to be the youngest Chef to be running his own establishment in Wellington, when he opened Muse on Allen 2 years ago.

This statement is not true  Samuel  opened the restaurant with a partner  who paid for  the  chattels  which Samuel uses.

Samuel removed his partner as director and    transferred  all the shareholding to himself.  This type of action is commonly  called fraud.

Samuel  has no  equity in Muse on Allen according to the 2015 accounts . annual accounts    

He additionally ran the    restaurant with his mother and father

In  the interest of fair trading act  could you please  amend this statement on your web site  to reflect the  reality  . those who misappropriate assets should not have the opportunity to benefit from it unduly.

The evidence is on our  website



The evidence  is there for   you to see but within seconds of receiving the email you had  phoned me on my cell phone and  had abused me and resorted to   calling me names.  You  threatened me  with lawyers  for “ spamming”   for the record  seeking a correction under the fair trading act is not spamming.

You followed it up with a text  which read  “never communicate  with me or my business again , you are a menace and this has nothing to do with  us  Graham social Cooking.”

You followed this up with a text stating “ you are evil .we do not support him either so  don’t put words in my moth .he is honest, hardworking we have ever had problems with Sam we trust him and you are a very very nasty person but I am sure you get told that often. Dont pick a fight with me you will lose spectacularly.”

Graham ,It would appear that you choose to believe what you are told  .You do not know me and you  are attacking me  unjustifiably.

I would like an apology for the name calling and would  like  you to correct your web site  so that it reflects reality.

I have suffered a lot of abuse from Malcolm and Sam   and now you  prefer to be ignorant   and support a person who has swindled a business away from someone else. Sam did this  by  changing the  share registry without any legal basis for doing so.

We note that    does not how  who it is registered to

We see that you run a number of companies  many of them have been struck off  and social plater is about to be struck off.

Displaying 1 – 24 of 24 results.

BLOXHAM, Graham·         INFOSCREENS LIMITED (1673877) (Struck off) – Director
BLOXHAM, Graham·         SAVE THE SEVENS LIMITED (2411757) (Struck off) – Director
BLOXHAM, Graham·         INFORMATIONZ LIMITED (1090657) (Struck off) – Director
BLOXHAM, Graham·         LUCID MEDIA LIMITED (1188158) (Struck off) – Ceased Director
BLOXHAM, Graham·         SENSATIONAL SCOOTERS LIMITED (973797) (Struck off) – Director
BLOXHAM, Graham·         SPECTACULAR OUTDOOR LIMITED (831973) (Struck off) – Director
BLOXHAM, Graham·         ISTATION LIMITED (1378206) (Struck off) – Ceased Director
BLOXHAM, Graham·         INFOSCREENS LIMITED (1673877) (Struck off) – Shareholder
BLOXHAM, Graham·         SENSATIONAL SCOOTERS LIMITED (973797) (Struck off) – Shareholder
BLOXHAM, Graham·         SAVE THE SEVENS LIMITED (2411757) (Struck off) – Shareholder
BLOXHAM, Graham·         SPECTACULAR OUTDOOR LIMITED (831973) (Struck off) – Shareholder
BLOXHAM, Graham·         LUCID MEDIA LIMITED (1188158) (Struck off) – Shareholder
BLOXHAM, Graham·         INFORMATIONZ LIMITED (1090657) (Struck off) – Shareholder
BLOXHAM, Graham·         SOCIAL PLATE LIMITED (3351630) – Shareholder
BLOXHAM, Graham·         SALESWORKS SYSTEMS LIMITED (1845570) – DirectorDirector Appointed 13 Oct 2009Flat 11, 24 Elizabeth Street, Mt Victoria, Wellington, 6011, New Zealand
BLOXHAM, Graham Harold·         COOKING SHOULD BE FUN WELLINGTON LIMITED (3766560) – Ceased Director
BLOXHAM, Graham Harold·         M5 LIMITED (1644310)
BLOXHAM, Graham Harold·         COOKING SHOULD BE FUN AUCKLAND LIMITED (3909064) – Director
BLOXHAM, Graham Harold·         SOCIAL PLATE LIMITED (3351630) – Director
BLOXHAM, Graham Harold·         COOKING SHOULD BE FUN HOLDINGS LIMITED (4015338) – Ceased Director


We can only presume that social cooking is owned by one of  the non-struck of companies .

Perhaps  a good course to run would be Sam North:-  How to cook the books :- Owning a business with no  financial input of your own.

If we all support corruption then there is only one way  that the country will go.

If we are united and  make people accountable to the law then be  can be a proud nation.

This open letter will be published on  Transparency  as the values of social cooking need to be judged by the   court of public opinion.


Grace Haden

Phone (09) 520 1815
mobile 027 286 8239
visit us at


Samuel North alleged owner of Muse On Allen – interview and comments.

Samuel North was interviewed on   Concrete playground 

We would like to set the record straight   by providing facts .

Yup okay that was impressively disastrous. You’ve certainly picked up from there though, you established this place at 21, which is ridiculously young, what gave you the confidence to do that?

SN: My parents gave me really good support, they’ve supported me the whole way through it. Especially my dad, he’s been in business before and really wanted me to do this I think. Probably not so young though. I could have waited a few more years but I was just too keen, too eager to own my own place, even if it was going to be something else. This place actually wasn’t even supposed to be a restaurant – I just wanted to have a bar but it turned out completely differently.


The chattels of Muse on Allen were purchased  using  Jozsefs money .  this is a copy of the sale and purchase agreement purchaseopeing accountsas can be seen the place was purchased for $90.000  of which  $70,000  was  funds which  Jozsef introduced  see  here ( all enlarge on clicking )

In return  Jozsef received a 70 %  share holding 

Samuel $30 % based on the fact that HE was getting a loan from his parents and girlfriend as  can be seen  Samuel’s total investment into Muse on Allen which he claims he owns  is   a staggering  $10,000  from his bonus bonds. 

What was behind that huge need to h ave your own place?

SN: I just really hated working for people to be honest. I hated getting told what to do all the time. It was driving me crazy. I was just like fuck, what am I doing? I just wanted to do my own thing. 


 yes the  reality is that  this statement is true  and it would appear that this dislike of being told what to do extended to   working with some one who has  just purchased the chattels for the business .  How true “I just wanted to do my own thing.”

Starting a business so young, was it kind of hard to get people to take you seriously?

SN: Yeah it was really hard, especially in the first year. I’d hired all these young people who were like fuck it, he’s 21 what the fuck does he know? It made me realise that I needed to be hiring the right people who were going to support me and who wanted to listen to me. I find that actually hiring older and more mature is better. I’ve got a lot of older staff now. They’re still in their like, thirties and twenties and stuff but they are passionate about the restaurant, the food and the service.


 From what we have seen the person who  was calling all the shots in the restaurant was Malcolm North, he was   calling all the shots even before  he was made a director.    the scenario  goes   Samuel and Jozsef were directors. Samuel gets his  mother Debbie North , to be an alternate director  she  completes her own forms ( which is actually a no no  )  and uploads this to the companies register  and back dates it to the date of  the company formation. 

They now  use this as a two votes to one directorship and use this to    reduce Jozsefs share holding  without any new capital going into the business and without  any consent from Jozsef.  what they did is totally  against the  companies act . 

It is in reality Malcolm and Debbie   who were  directors with Samuel  in the first  year after passing resolutions  in private to get  Jozsef out .


In a herald  article   –Your Business: Young Entrepreneurs Samuel North is reported as  saying

The founder and head chef of Wellington-based restaurant Muse on Allen worked and saved hard for six years, and got a loan from his parents and help from his partner to set up the restaurant, which last year took out a top culinary prize – the Visa Wellington on a Plate Award.


As  we have shown earlier the opening accounts of Muse on Allen , they are evidence that  Samuel  put in $10,000.

Samuel Norths statement  above is  correct but it  conveniently leaves out the  $70,000  investment of his  business partner  who was then  in our opinion and no doubt in the opinion of any right thinking person “ shafted.”

The  financial accounts for Muse on Allen   show the  Loans from his parents  and Anabel Torrejos  and the share holding of Jozsef  but the companies records   up until  May this year showed Samuel as the only share holder. After that date they brought in Janine Corke a strategist of  Corum Limited   just days after she became a director  Jozsef was sued in the   district court .  Ironically Janine   in her linked in profile claims to  have been part of  victim support .  (Good work Janine  do you know what a victim is ??? )

The shares Samuel North held were effectively stolen  from Jozsef  and  were never legally transferred and have certainly never been compensated for – there is no other way of saying but it is  Fraud  at the worst and a serious breach of the companies act at the least

Muse on Allen opened   in  September three months later Jozsef  was kicked out  and they  blamed him  for the company not   being profitable.. show us a company which  is profitable after  3 months .

Now Malcolm North on behalf of Muse on Allen  is  suing  Jozsef for the  losses in  what is reported in the press to be a ” very successful ” business owned and operated by  Samuel North , so successful that  the company is claiming to be insolvent  see  Statement of Claim. Goes to show  that  even after  three years  the company is still  running at a loss despite   all the glowing  press reports which say it is full night after night.. but then that is the power of advertising and a different story . 

Malcolm North supplied free of privilege the end of year accounts which   clearly show   that Jozsef  is a share holder   and  has  been totally alienated   from the company which Samuel  pretends that it is  his own- even   issuing a trespass notice against  Jozsefannual accountsshae holder accounts

False allegations are now being made of contempt of court  this is because lies  have a way  of getting tangled  and drive  desperate people to making  desperate accusations.

Samuel and Malcolm  you could try    paying Jozsef back his   money  and  his costs that you have    trumped up through  delay tactics. 

Let  us look at the future  by  being responsible   with regard to what you have done in the  past ,  what you have done to Jozsef is not  right .

We also include  the  some real feed back  with Samuel North’s responses   which  we captured before it was removed .. they  speak for to enlarge they  originate from Trip advisor

group of 6group of 6 part 2Kiwi traveler 1Kiwi traveler


Malcolm North Director of Muse on Allen responds

Our post MUSE ON ALLEN we reveal the secret to Samuel North’s success. Has met with total acceptance of  Malcolm and Samuel North  but no  so of the  lawyer for Muse on Allen   .

Despite  knowing where our information came from the lawyers for the company are  making allegations  of  Contempt of court when there is no way in the world that  we have had access to the documents which were   provided for discovery.

Malcolm North on the other hand  has been freely distributing the  accounts  and then  claims that we are breaching court orders  when the documents he has provided have not been given with any privilege attached .

this post has been amended when the lawyers    made threats of defamation  because they did not like the fact that  we pointed out  that we were not in contempt of court and took issue  with  these false allegations.

The lawyer  is now putting pressure on  Jozsef to get these posts taken down. Truth and transparency   appears not to suit  them

We are  taking this action because  Jozsef is a  share holder of Muse on Allen and  they allege that he has been removed  from the register in ” error’ We believe that if you have made an error  and  you have identified it then you correct  the error.

the company records have been updated at lest 6 times  since  alleging that Jozsefs name  has been removed in ” error’  so why is his name not back on the   register ?????

Any way  it appears that Malcolm and Samuel agree with  the posts  here is  a communication with Malcolm  and  some feed back  which    Sam has  seen fit to remove from Trip advisor

From: malcolm north []
Sent: Thursday, 9 July 2015 6:10 p.m.
To: ‘Grace Haden’
Subject: RE: CIV 2013-485-9825: Szekely v Muse on Allen Ltd

Hello Grace

Thanks for the update you haven’t taken any notice of me at all about your grammar ,punctuation and spelling.

Response :Thank you Malcolm     did I mention that English is my second  language .

On 9 Jul 2015 9:19 pm, “malcolm north” <> wrote:

Thanks for that .Probably why you can’t understand Szekely walked out of the Restaurant after  eleven weeks .Funny how you haven’t told anyone this.

Response :Did he walk or was he pushed.  I suspect he walked just like pirate’s made their victims walk the plank.   Yes its all Jozsef’s  fault because he wouldn’t put up with the bullying.   Bullies always blame their victims.

On 9 Jul 2015 11:01 pm, “malcolm north” <> wrote:

He walked.

Response : Yes he walked….. Straight to his lawyers   see letter here letter from lawyer 16Jan

Note: Samuel did an interview in   Concrete Playground     these are extracts show how he started Muse on Allen    the reality is reflected in the fact that   he  transferred the share holding of shae holder accounts another  chef into his own name  and then  denied  Jozsef  any rights    .  The accounts  in 2014 show that there were two share holders in the accounts  although Samuel was  listed as the 100% share holder on the companies  office site .

Jozsef had $64,118   equity in the company  while  Samuel owed the company $6420     yet Samuel  went out a bought a 207 BMW SUV loaned against the company BMW

Remembering  this read the article below    and remember that Samuel is being acclaimed  as begin the youngest Chef in Wellington to OWN a restaurant .. He actually OWNS NOTHING  and OWES   it all to  Jozsef

The opening accounts  speak volumes    prizes fro those who spot the contributions by Samuel click to enlarge opeing accounts

This is the real secret to opening your very own  restaurant. its called other peoples money  .

In our professional opinion  it is  fraud when you get   a person to invest in a company   they are the majority share holder  and then you  move  all their shares into the name of a person who makes a living off the company .   At the same time   the  majority  share holder is excluded  and    is sued   for   the losses incurred by  the company.

to  put the icing on the cake  the losses  include the purchase of  a  2007 BMW which the person who has no share capital in the company but  who has claimed all the shares as his own, uses as his own .


Samuel North responds

From: Samuel North []
Sent: Thursday, 9 July 2015 12:26 p.m.
To: ‘Grace Haden’
Subject: RE: CIV 2013-485-9825: Szekely v Muse on Allen Ltd

You have the wrong BMW on your website along with all the other wrong information

Its actually only a 2.5L not 3L




On 9 Jul 2015 4:12 pm, “Samuel North” <> wrote:

Hi Grace

I’m getting phone calls from friends and Hotel management about the email you sent out they find it very amusing.

Its very embarrassing having a BMW X3 on there that has done 90,000ks mines only done 50,000ks and my alloys are way different.

Can you please correct and re send


Samuel North

Head Chef / Owner

Muse on Allen Restaurant & Bar

Business 04-3841181

Mobile 021-0663984


My response  : Certainly 


On 9 Jul 2015 4:18 pm, “Samuel North” <> wrote:

Much appreciated, mines a 2007 model as well.

Also can you please add in the shareholders agreement we had with Jozsef, want to make sure we are transparent here.



My response  :Yes that’s there. Twice


On 9 Jul 2015 4:24 pm, “Samuel North” <> wrote:

Sweet as, I love reading over those articles of myself again, really makes me feel good and I achieved things as a chef and business owner.

Hope we get a few clicks out of it.


My response  :Am Sure you will. Happy to help

by the way for accuracy could you send me a photo of your. BMW.


From: Samuel North []
Sent: Thursday, 9 July 2015 4:30 p.m.
To: ‘Grace Haden’
Subject: RE:

I don’t have one on hand but will get one to you soon with a few shortys hanging off it in those beautiful nickers you mentioned


I did not respond  :the knickers he is referring to are the ones he purchases on Trade me    see these purchased by gamgee1 

Onesize FitsAll Orange PonchoStyle Chiffon Top _ Trade Me

1324 Sexy Black Sleepwear_Baby Doll_Bedroom Wear _ Trade Me

5007013 Sexy splicing lace lingerie babydoll set _ Trade Me


From: Samuel North []
Sent: Thursday, 9 July 2015 5:35 p.m.
To: ‘Grace Haden’
Subject: RE:

Very amusing how much of the information you posted on your pathetic website is wrong

The car loan is under my name and my partners not through the company.


My response:Tut tut tut  telling lies  gets you caught out    

Attachment sent BMW…. this is the PPSR report which very clearly shows the vehicle  being purchased in the name of  Muse on Allen Ltd

Abuse of Companies act – Muse on Allen Limited- request for ministerial investigation

Open letter to  Craig Foss Minister of small business

Good Morning Minster

I am  approaching you in your capacity as  minster for small business and wish to bring to your attention a major flaw which I have identified in  the enforcement of the companies act with regards to small businesses.

We appear to have entered  a phase where economics  are  considered before justice  and  this  is distinctly in favour  of those who  breach the provisions of the companies act.

I am a licenced Private Investigator / Former long serving  police and  prosecuting sergeant .  Earlier this year  a young man approached  me  when  his lawyers advised him that after spending $50,000  with them  to seek justice it would take another $42,000  to  get the matter to trial and since it appeared that the company  was insolvent  there was no point in pursuing the matter .

In brief the circumstances are my client  Jozsef Gabor SZEKELY  and Samuel Raymond North are chefs, together they  purchased a  restaurant  for $90,000 they set up a company called Muse on Allen Limited and were 70/30   share holders .

Jozsef is an immigrant to New Zealand  . Samuels Father,  Malcolm North  is an Employment Broker for the ministry of  Social Development.  Malcolm  helped and supported the two boys in getting the business started   but it now appears that as far as Jozsef was concerned there as an ulterior motive, that was   to provide his son with a company financed by some one else.

Samuel gave the company key to his mother she used this  to  appointed herself as director and backdated this to the companies date of formation.

Samuel   reduced Jozsef’s shares  to 49% ,  then appointed his father as director, removed Jozsef and  finally transferring  all the shares into his own name. this was all done contrary to the act and without the injection of more share capital

This occurred in January 2013   less than  6 months after the company was formed.  Jozsef immediately went to see  lawyers .  It was correctly identified as fraud  but  could not get the police to take a complaint .

The lawyers took the matter to court under section 174  of the companies act   and  Jozsef  spent most of his time  earning money to pay the  lawyers.

Malcolm   represented the company in court and even  posed as though he was counsel  this   caused  Jozsef’s expenses with the lawyers to go out of hand .

The company would not  give Jozsef any of the documents which a shareholder is rightfully entitled to but they were released to  Jozsef’s lawyers under confidentiality  and   copies remain in  their office  and no duplicates have been released.

When the lawyers withdrew Jozsef approached me,  I attempted to get the registrar to correct  the  on line register  based on a set of accounts which we had obtained outside the discovery process.

The registrar   however would not act as they claimed that  redress was available through the courts .

I acted as a Mc Kenzie friend for Jozsef and  supported him in representing himself in court ,the matter was   to have  been set down for a formal proof hearing  but now   the company  has engaged counsel ( instructed by the   very directors who  have  breached the companies act  in so many ways )  and it is set for a three day trial in September  on the matter of   Jozsef being a disadvantaged shareholder.

In early June   we were advised  By Malcolm North  that the former lawyers for the company   have taken the company to  liquidation court and the company could    be wound up  before the hearing.

Jozsef has not only lost his $64,000  investment in the company but has paid $50,000  in an attempt to  have his rights enforced.

The  final straw came  when   the company sued  Jozsef on 19 June   in the district court  for the losses  which the directors  have incurred in the company since unlawfully  removing   Josef’s shareholding .

The whole purpose of a limited liability company is that    the   losses are limited to  that of the shareholders  equity  yet   Jozsef now finds himself burdened with a second set of court proceedings.

So we now have an ironic situation   where by   Josef’s shareholding has been removed from him  and he is  being  held responsible for losses in the company due to being a share holder

I have prepared   and  filed an extensive  complaint with the   registry integrity  , there are some 30  serious companies  act offences  which  the directors and their associates have committed.  Yet  in again a parallel move they are attempting to hold  Jozsef   for contempt of court  for allegedly  using the accounts  and the  documents which  have never been copied  or  been  outside his lawyers office  .

The entire process has been total bullying  and  abuse .

Those who invest in NZ companies  should not   be subjected  to  this lunacy, it destroys confidence in small business and shows that there is  a major flaw in the system which  allows  people to effectively steal shareholders  equity and use it for their own means.  The law is there  to  protect persons such as Jozsef and  ot should be affordable and expedient.

Samuel North   has  a deficit of  shareholders equity in the company yet drives around in a  late  model BMW  vehicle  owned by the company  while  the  only person to have invested in the company is being  hammered in the court

We request urgent intervention in this matter  where by the registrar   seeks to hold the  company and its directors  accountable to the act.

We need a system  which  prevents   this type of scenario from repeating .

In the interest of public  confidence in small business ,we hope that you can open a ministerial  enquiry into this matter  so that   this   cannot happen again.

I am happy to  supply the complaint to the  registrar and  the evidence  on your request .


Grace Haden


MUSE ON ALLEN we reveal the secret to Samuel North’s success.

Muse On Allen Restaurant – Food that inspires  and a secret that  does not  amuse

Restaurateur Samuel North has been in the news  many times , each time there is a common thread  and that is – he is identified as- the youngest chef  in Wellington to  have his own restaurant .

Transparency New Zealand will today   examine the truth behind that statement  and others  which we have located in the news.

For convenience we have prepared a file with the relevant documents  they can be found here  samuel north evidence  (  most of the originals of these documents are available on the companies register , the others have been filed in  the Wellington district court with the exception of the  car registration which comes from the on line register)

Page 1  this  is the sale and purchase agreement    the lawyer involved  for Muse on Allen   was  the North’s own lawyer  .The company was set up with two directors and two share holders   Jozsef Gabor SZEKELY     who owned 70 % of the company page 2    and Samuel Raymond NORTH  who owned 30%  of the company  .

Malcolm North  was involved from day one and took charge,  he drew up a  Partnership agreement     and as can be seen  Samuel’s total contributions  was to be $10,000  as opposed to  Jozsef who invested $65,000 .page 3

Jozsef understood  that  all would be equal partners  but that was not to be,   as it was later revealed that  every one except  Jozsef  introduced their money into the company  by way of loans . Jozsef on the other hand was    recognized in the accounts as a share holder .

Debbie North Samuel’s mother   requested to be an alternate director for her son   instead she  completed her own directors documents  and uploaded them on to the companies  site back dating  them to the date of the companies formation Pages 4 &5 

On 3 November 2012  the dominion post published a review of  the restaurant Muse on Allen: Food fit for the gods

On 19 December 2012 Samuel  without complying with the required legislation  and without any  share holder transfer   documents  reduced Jozsefs 70% share holding to  49%  Page 6.

Another great  review was published by Raymond Chan on  4 January   2013 acclaiming both chefs.

On 9 January 2013  without   following the required procedure for appointing a director Samuel prepares a directors consent for his father  Page 7  and up loads this to the companies register Page 8

Malcolm North, Debbie North and Samuel North  are  now all directors  and have  a meeting at their home on the 10 January  they resole to remove Jozsef as director   Page 9 

24 February Samuel North  transfers all of Jozsef’s shares to  himself .  page 10

Jozsef   who consulted Lawyers on the  10th of January  2012   has spent  two years in court  attempting  to  get justice.

It has been a stalling game one intent on  costing Jozsef big $  and now when the end is in sight Malcolm North advises that the company is in liquidation court.

Malcolm North has also  been passing himself off as counsel in court documents  see here 18 Amended Statement of Defence   In this document Malcolm  also states

 The Companies Office records stating otherwise are in error, and that the plaintiff remains a shareholder in the company,  and 

The amendment of the Company’s Office register on or around 24February 2013 was an error, and the plaintiff remains a minority shareholder of the Company.

despite  making this statement  the companies register has never been corrected.

On 19th June   2015   despite  Jozsef being denied any rights  of a share holder, Malcolm files documents in the District Court pages 11- 54.

In the statement of claim  he alleges that Jozsef  as a 63.2% share holder is responsible for the corresponding  % of losses in  Muse on Allen  for the 2013 & 2014 financial years shae holder accounts.

this would have to be  a first in New Zealand  where a company sues its only solvent  share holder for  the loses which the management  has incurred after denying the share holder any rights.

The accounts attached  speak volumes   especially the share holder accounts   they show  that Jozsef has paid up share capital of $64,118  and  Samuel North  has a deficit of $6420.

No other persons are shown as share holders   and no  other share capital has been introduced.

The accounts clearly show however that the   funds introduced  into the company by Samuel’s parents and  his girlfriend Anabel Torrejos  were introduced as LOANS. they have never been  recorded as share holders.



We wish to make it clear that these documents came to us without any restriction  or confidentiality and as can be seen  they clearly identify Jozsef as the  majority share holder.

As a share holder and in this case the only paid up share holder he has every right to the accounts .

On a  % share holding basis    it is obvious  that the sole owner of Muse on Allen is Not Samuel North but Jozsef  .

We believe  that what has happened in  Muse on Allen   totally undermines the  confidence that   should be had in the integrity of  our companies.

Jozsefs battle to  be recognized as share holder continues  but in a bizarre twist Malcolm North advised   Jozsef on 8 June 2015   that the company is  currently in insolvency court  being  sued  by Kensington Swan , their former lawyer. The date for the hearing has been delayed allegedly in the hope that  they can repay the  debt which we believe is some $24,000.

In the mean time  Samuel North is driving about town  in  a Black BMW X3 2007 Reg HYE837 Page 55   .similar to the one pictured for which he has raised a loan through the company ( see corrections  on Samuel North  responds )BMW

Now that you have these facts   you  can look at the following articles in a different light , we particularly  like  the  concrete playground  article   it speaks volumes and is well  worth reading   and now that  you  know the truth you  will have more insight.

Other less colourful articles are below  they all    assert falsely that Samuel  is the sole owner of   Muse on Allen  Limited. 

11 august 2013 Muse on Allen takes Top Honours– Wellington has a new rising star on the food scene, with the 22-year-old head chef and owner of Muse on Allen taking out this year’s MiNDFOOD Wellington On a Plate Award……Muse on Allen’s 22-year-old head chef and owner, Samuel North

04/09/2013  Young upstart of the restaurant scene   Samuel North is not your typical restaurateur. At just 22, he’s thought to be the youngest chef running his own dining establishment in Wellington. In fact, he was 21 when he launched Muse on Allen in the former site of Satay Kampong restaurant at the top of Allen St…..In his most recent job at the White House as chef de partie, he read about Martin Bosley starting a restaurant at the age of 21, and says: “I was inspired by that. I thought I could do that. I started looking at places up for sale. We looked at 19 different places before we found this one.”  

MiNDFOOD Wellington On a Plate Award Winner Announced 22 year-old Samuel North, chef & owner of Muse on Allen, takes out the MiNDFOOD Wellington on a Plate Award….Wellington has a new rising star on the food scene, as the chef & owner of Muse on Allen takes out this year’s MiNDFOOD Wellington On a Plate Award…..Muse on Allen’s 22-year-old head chef and owner, Samuel North,

21 July 2014 Theatrical dish coasts into Dine award final Samuel North, 23, the head chef and owner of Muse on Allen in central Wellington, has had his restaurant nominated as one of five finalists in the Visa Wellington on a Plate Award.

06/08/2014 Fresh faces of food SAMUEL NORTH, OWNER AND HEAD CHEF AT MUSE ON ALLEN  Samuel North was just 21 when he opened his own restaurant, Muse on Allen in 2012. By that time he’d already chalked up six years behind the stoves of a whole bunch of kitchens from Wairarapa to Hunter Valley. “I think I may have been the youngest chef to open a restaurant in town. There was this big hype when I opened it because I was so young and a lot of people thought I’d fail, ” he says

Oct 13, 2014   NZ Herald -Your Business: Young Entrepreneurs

The founder and head chef of Wellington-based restaurant Muse on Allen worked and saved hard for six years, and got a loan from his parents and help from his partner to set up the restaurant, which last year took out a top culinary prize – the Visa Wellington on a Plate Award.”

Oct 13, 2014   NZ Herald -Your Business: Young Entrepreneurs   I have no credit cards, no bank loans – nothing,” he says. “The banks ran a mile when I put the idea to them. It’s pretty funny looking back at it now; there was no way they were taking the chance on me – and I can’t blame them.

March 2013 social cooking :Samuel North  Info:At just 21 years old, Sam was considered to be the youngest Chef to be running his own establishment in Wellington, when he opened Muse on Allen 2 years ag0

31 July 2014  Lettuce take a moment with… Samuel North  Samuel North is no stranger to success. At the age of twenty-one, Sam opened his very own Restaurant, Muse on Allen.”

48 hours in the capital: Where to eat in Wellington  Head chef and owner Samuel North is, amazingly, only 22, and made a name for his new restaurant

31 January 2015  Grab one  Owner and chef, Samuel North, won this year’s MiNDFOOD Wellington On a Plate Award, which recognises the top level of creativity and skill among Wellington’s chefs, along with their ability to showcase local ingredients through Dine Wellington’s festival programme.

18 April 2015  Muse and a little Singin’ in the rain   Muse is the establishment of Samuel North, a young chef in Wellington with a bucketful of talent.

08 July 2015  Producers “live and breathe” their craft….Muse on Allen chef and owner Samuel North 

Muse on Allen Restaurant and Bar -Wellington on a plate


More soon


the claw machine scam