The right to live and the right to die

suicide1Should suicide be discouraged or enabled?

Our  view is  yes  to both  depending on who you   are

Please click on  the link above or here   to  make a submission  prior to  Monday  1 feb http://www.parliament.nz/en-nz/pb/sc/make-submission/0SCHE_SCF_51DBHOH_PET63268_1/petition-of-hon-maryan-street-and-8974-others

Submission of Grace Haden

I am a former police officer and work as a private investigator.  I have been sued for speaking the truth on corruption. My marriage was attacked   and all sorts of cruel legal tactics came into play.

Things became so bad that at one stage I considered suicide and therefore believe that I am qualified.

Legal tactics include attacking a person’s character and reputation , I considered myself as a strong person but  the years erode your strength and  you are repeatedly  portrayed as a  sinister being  when  in reality you are the opposite.

I have often wondered how many people who are involved in litigation ae pushed over the edge , there are no   apparent surveys done on this , no public money is made available. Yet for those  who drown  we have  bucket loads of  research  and we actively  strive to reduce the  road toll  and enforce all sorts of measure and throw   tons of money at  prevention.

The  annual road toll  and he  drownings   are far smaller than the annual suicide rate.  And let’s not forget that some of the figures in the road toll and drownings   will be suicides .

On the one  hand  our society   is reckless with regards to suicide  and  encourages those who are healthy but stressed  commit suicide because of the apparent lack of  justice while those who have no hope of  ever living a life without pain and suffering are denied  this right  due to lack of  physical capacity.

In our current  civil litigation system  there is “a win at all cost mentality” this takes no consideration of a person’s mental health and wellbeing  and is aimed to  ensure  their  entire  life collapse around their  ears  and isolate them from support and loved ones , even he very strong will   eventually feel that they  are just a very bad person ..  these are mind games

For the past 10 years I have studies the tactical  methods  which seek to bully and undermine  good people involved in the  judicial system  part of this is  giving them an appearance in the eyes of others to be   sinister  and when the court supports  the opposition  few will  believe that   this person is a victim of   a screwed up justice system which relies on ancient protocols instead of  evidence.

If we   were to interview the relatives and friends of  a suicide victim I believe  that   a disproportionate number of  incidents would  show  some kind of legal issue in the  background.

Our primitive justice system does not consider  emotions   and the civil jurisdiction  does not have  to comply  with  the rules of fairness like our criminal jurisdiction does.

On the other hand those who  live life without hope and lack the capacity to take their own life   but have the mental capacity to know that future life  is futile and will not improve  must sit and wait till  nature takes over.

If you have a pet and allow it  to continue to live  in those circumstances you would be prosecuted  under the animal welfare act

If you have a  pet and bully and torment it  so that it shys away from others   and finds itself unworthy  you could also  face prosecution  but these tactics are totally acceptable  if the victim is a human.

The reality is that we would have far more rights and protection if the animal welfare act was to apply to us

Those with a terminal illness have a right to die, those  facing litigation should not be pushed into it

We need proper research into the causes of suicide and we need to have as much money spent on suicide prevention as we spend on the   reducing drownings and road toll  and if the government  will not fund lifesaving medication  for  those suffering illness or if no remedy is available  they should not   be forced  to   die a slow agonising death

Amazingly such an approach will actually  reduce our suicide rate  by keeping healthy people alive  and allowing those terminally  ill  the right to die .

I wish to be heard  on my submissions

New Zealand corruption reality check

corruptionTransparency International  has just published the corruption index for 2016 and it would appear that  NZ is  on the downward slide

The herald reported in an article headlined

Stonewalling and strange deals: Has NZ become more corrupt?   that New Zealand’s public sector is the most corrupt it has been in almost 20 years

On the other hand we believe that    the  public sector is very corrupt  but   we are now getting more exposure on  that which has  previously been carefully  concealed.

Transparency Intentional New Zealand  published a Media Release Document  in which Susan Snively states

“Our government must act immediately to reestablish New Zealand’s stand-out reputation for a trusted public sector”. says Transparency International New Zealand Chair, Suzanne Snively. “New Zealand trades on its corruption free reputation.”

Snively’s comment proves  the   short sighted focus of Transparency International New Zealand  inc of keeping   the  corruption free appearance alive.

We can only hope that    Transparency International NZ is encouraging  our government to take a hard line   and  enforce  the law against those who are corrupt rather than  pretend it is not happening.

We support Transparency internationals statement that ” Not one  single country anywhere in the  world  is corruption free ”  so why does Susan Snively   wish to give  New Zealand the apparition of  being corruption free?   As an economist  she apparently  sees this as a good move for the economy.  We  see her efforts as  encouraging the  concealment of  corruption  there by making the country  a very dangerous place to trade in .

There are two ways to improve the  corruption perception index

  1. convince every one that there is no corruption by suing those who  are whistle blowers  or  show any hint of exposing corruption .
  2.  prosecute  those  who  engage in corrupt practices  so as to  discourage others.

From and economist point of view it is much cheaper to conceal corruption  and  in New Zealand              transparency International NZ incorporated in our opinion  appears to play  a vital role in the concealment of corruption  as  its members  include  the  very Public sector  agencies  whose performance is being rated.

We encourage the truth   and transparency when it comes to corruption   but Transparency International NZ ‘s Susan Snively  appears to have  a severe conflict of interst   see www.kiwisfirst.com

What does Transparency International – New Zealand Know about corruption ?

Abuse of company legislation

It is well worth watching this U tube clip   from fair  go  this was filmed in 2013  things are probably worse now

new-zealand-great-place-shady-business-video-5650808

 

Muse on Allen – Samuel North and the Convention against corruption

Muse on AllenOpen letter to the registrar of companies

On 1 December 2015 the  NZ Government ratified the UN Convention against corruption 

We have  written to you and your minister in the past and published several  articles with regards to the Muse on Allen  and the so called Owner Samuel North  who  according to the latest accounts we have    does not hold any equity in the company yet claims to be the 100% share holder.

We have identified the fact that  Josef’s shares  were transferred  to Samuel North  without  consent and without any corresponding change in equity  . It has also been acknowledged in court that the  required documentation was not completed.  For good measure  the shares of the majority share holder were taken in two steps  and then  even after it was alleged in court that this was  done in error Jozsef was sued as a 62.4% share holder  when  he is denied all  share holder rights.

We compiled a list of offences which have occurred, there were about 30 of these Offences  but the registrar of companies  appears to condone these  offences  by failing to act.

We wish to draw your attention to article 22 of the United nations convention against corruption  a treaty to which we are now a full signatory

 Article 22.

Embezzlement of property in the private sector

Each State Party shall consider adopting such legislative and other measures as may be necessary to establish as a criminal offence, when committed intentionally in the course of economic, financial or commercial activities, embezzlement by a person who directs or works, in any capacity, in a private sector entity of any property, private funds or securities or any other thing of value entrusted to him or her by virtue of his or her position.

Malcolm North  in an email  stated “we are not going to get locked up for stealing shares

There can be no doubt  about the embezzlement of shares  by Samuel North  and  since share transfer  is done  under the supervision of the directors  both Samuel’s parents Debbie North and  Malcolm North appear to be complicit . They and Samuel   admitted to having  reduced Josef’s shares in Error and now it appears that  asking for errors to be corrected by their lawyer  is  more of an offence than the actual act of misappropriation.

The second least ( perceived ) corrupt country  appears to  be out of wack with  reality .

Now that we have signed the  convention   will the  registrar of companies please act to  correct this criminal  actand prevent the asset stripping   of the  equity which Jozsef has invested into the company and from which Samuel North has profited.

In the mean time  Samuel North has become the only director with  Janine Corke  resigning  on 23 November  and Malcolm North resigning  6 December

Samuel north   has now set up a new company Catering limited on 3 December ,this was right after  we had  Trade me take down the   posting for the sale of the chattels. see the   trade me ad here Chattels, lease, fitout for sale _ Trade Me

this is what Samuel  wrote in reply

Samuel North <samuel@muserestaurant.co.nz

Hello Rosie

I have been passed on your questions about the premises.

So the business is not for sale, it has been very successful and I am relocating it to a bigger venue.

The lease has around 5 years remaining with a further 6 years right of renewal ( I have asked the landlord for a copy and should have it within the next couple of days)

I recently fitted out the restaurant (not kitchen) so all chattels in the front are all brand new, kitchen equipment has been well maintained and ranges from 3 years to 6 years old.

Attached is a  chattels list

We turned over 800k the last financial year, the street is very busy during the night, we operate Tuesday to Saturday – Friday and Saturday are our busiest.

Muse on Allen is a fine dining restaurant with a bar, our average spend is $90 however you may want to make it more accessible as the street is busy but not everyone spends $90 on a dinner these days.

Please let me know if you have any more questions or you would like to view the premises, it is price to sell and I’m open to offer as I’m moving in January.

Thanks

Samuel

so what is the bet  will he liquidate  Muse on Allen   ?   when changes occur  something is up  . Muse on Allen has been in liquidation court already this year .

We further draw your attention to the provisions  of the convention   in

Article 52. Prevention and detection of transfers of proceeds of crime.    

The  chattels  are being disposed of there is an attempt to pervert the course of justice   and  there can be no doubt that many crimes including misappropriation of assets have occurred crime has been committed   but   our authorities  will not  act.  there appears to be a  ping pong game between police and  Registrar in the mean time Jozsef has paid out $50,000 to lawyers and needs to find $10,000  more  . If he drops out of the court action his lawyers advised him to  commence before bleeding him dry  then he will be cleaned out with costs  and as victors   the offenders will walk free.

We request that the  registrar of companies  urgently intervenes  as required by our new obligations to the convention  and  ensure that   the crimes which have been identified  are  not left unprosecuted and the assets  secured.

This letter is  an open letter as this  is now a matter  which is not  just in the national interest but in the international interest.  New Zealand wither condones corruption  or it does not.  If it does not condone corruption then   the  government officers  cannot sit on the side  line when we have signed up to   this  important treaty

NZ ratifies UN Convention Against Corruption

At  Last  NZ ratifies UN Convention Against Corruption  but  is this  an empty gesture or  will  corruption be dealt with seriously and not just  concealed  like it has been in the past  ?  Time will tell  .

We fear that  it will be  business as usual  in the Axminster   system operated in  NZ where corruption is habitually swept under the carpet.

News of the ratification  received  virtually no publicity at all instead we had a video and an article of  a South Auckland man finding a  live caterpillar in supermarket salad bag.   Those of us who  have grown up with  fresh vegetables know that this  a possibility   if you don’t like   bugs in your food  go for GE  .

So   what are we going to do  now that the necessary law changes have been made  are we  going to ignore them and continue to allow the courts to   silence those   who have asked lawyers to  act according to law ? ( more on that later ) .

We are still asking questions with regards to   the former crown law  lawyer  who is now acting in a situation of conflict of interest by turning a blind eye to  the corruption of the animal welfare institute  of New Zealand  a fictional organisation which was given wide law enforcement  powers   because no one checked.

And transparent International New Zealand  what  are you going to  do?  provide more  statistics  to show  how well we do  while  ignoring the elephant in the room ? we must keep the perception alive  imagine if people were   to  embrace reality ?  Disaster !

More to come   in the mean time here are some links   so that you can investigate what the  ratification of the UN convention against corruption   should  mean .

The United Nations Convention against Corruption (UNCAC) is a multilateral convention negotiated by members of the United Nations. It is the first global legally binding international anticorruptioninstrument.

read about the convention  here

Text of the United Nations Convention against Corruption EnglishUNCAC English

STATUS AS AT : 05-12-2015 07:03:18 EDT
CHAPTER XVIII
PENAL MATTERS
New York, 31 October 2003
Entry into force
:
14 December 2005, in accordance with article 68(1).
Registration :
14 December 2005, No. 42146
Status :
Signatories : 140. Parties : 178
Text :
United Nations, Treaty Series, vol. 2349, p. 41; Doc. A/58/422.
Note :
The Convention was adopted by the General Assembly of the United Nations on 31 October 2003 at United Nations Headquarters in New York. It shall be open to all States for signature from 9 to 11 December 2003 in Merida, Mexico, and thereafter at United Nations Headquarters in New York until 9 December 2005, in accordance with article 67 (1) of the Convention. The Convention shall also be open for signature by regional economic integration organizations provided that at least one member State of such organization has signed this Convention in accordance with its article 67 (2).
New Zealand 8 10 Dec 2003  1 Dec 2015
8.Upon ratification, the Government of New Zealand notified the Secretary-General of the following:
“… consistent with the constitutional status of Tokelau and taking into account the commitment of the Government of New Zealand to the development of self-government for Tokelau through an act of self-determination under the Charter of the United Nations, [the ratification by New Zealand of this Convention] shall not extend to Tokelau unless and until a Declaration to this effect is lodged by the Government of New Zealand with the Depositary on the basis of appropriate consultation with that territory…”

The United Nations Convention against Corruption (from this link)

The United Nations Convention Against Corruption (external link) requires countries to take action in both the public and private sector to prevent corruption.

New Zealand signed the convention in 2003. It creates:

  • arrangements to strengthen international co-operation
  • arrangements to prevent the transfer of funds obtained through corruption
  • ways of monitoring a country’s compliance with the convention.

The convention requires countries to criminalise corrupt behaviour such as:

  • bribery and embezzlement of public funds
  • trading in influence
  • concealment and laundering of the proceeds of corruption.

When dealing with the proceeds of corruption, a country must be able to trace, freeze, seize and confiscate those proceeds.

New Zealand is compliant with most of the convention’s provisions.  The Ministry of Justice is working on the final necessary steps to bring New Zealand into full compliance.

Beehive

Law  society 

Transparency International 

United Nations Convention against Corruption Tools and Publications:
Rules of Procedure for the Conference of the States Parties to the United Nations Convention against Corruption

Rules of Procedure

UNCAC Legislative Guides

Legislative Guide

UNCAC Technical Guides

Technical Guide

Travaux Préparatoires of the negotiations for the elaboration of the United Nations Convention against Corruption

Resource Guide on Strengthening Judicial Integrity and Capacity

Self-assessment of the implementation of the United Nations Convention against Corruption

 

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 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.

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.

removal

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.”

Samuel North responds

From: Samuel North [mailto:samuel@muserestaurant.co.nz]
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

 

Cheers

 

On 9 Jul 2015 4:12 pm, “Samuel North” <samuel@muserestaurant.co.nz> 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

Cheers

Samuel North

Head Chef / Owner

Muse on Allen Restaurant & Bar

Business 04-3841181

Mobile 021-0663984

www.museonallen.co.nz

 

My response  : Certainly 

 

On 9 Jul 2015 4:18 pm, “Samuel North” <samuel@muserestaurant.co.nz> 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.

Cheers

 

My response  :Yes that’s there. Twice

 

On 9 Jul 2015 4:24 pm, “Samuel North” <samuel@muserestaurant.co.nz> 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 [mailto:samuel@muserestaurant.co.nz]
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 [mailto:samuel@muserestaurant.co.nz]
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 .

Regards

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.

loans

 

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

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