Archive for August 2015
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
- That there are some 30 serious offences disclosed as listed here
- The penalties range from $5,000 fine to 5 years imprisonment
- There are four offenders not including the company.
- The company is currently before liquidation court
- 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.
- The directors of the company have taken over the company without any legal right and have removed Jozsef’s shareholding contrary to law.
- 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
- How action under section 174 of the companies act Prejudiced shareholders could possibly have any relevance to the offences which have been identified.
- 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.”
- 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
- 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.
- 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
- 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.
- 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.
- 20 Feb 2013 Samuel North changes the registered address of the company to his home address.
- 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.
- 21 Oct 2013 the annual return is filed and incorrectly records the shareholding showing 100% of the shares owned by Samuel North .
- 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
- 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.
- 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.
- With regards to Muse on Allen the lawyer for the company Abricossow , 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 ?
- 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.
- 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.
- Under the prosecution guide lines http://www.crownlaw.govt.nz/uploads/prosecution_guidelines_2013.pdf 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;
- poses a serious risk of financial or other loss or harm;
- poses a reputational threat to the New Zealand corporate registration system;
- was premeditated or undertaken for the purposes of dishonest or improper gain;
- was likely to be repeated; and/ or
- 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 .
- 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.”
- Please advise if this matter is considered “ technical noncompliance “ and provide a definition of what “ technical noncompliance “ is
- What type of matters would not have a civil or other alternative , it would appear that all matters have a civil or other alternative.
- 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 ?
- 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
We 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.
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.”
SocialCooking.co.nz and Samuel North of Muse On Allen
http://www.socialcooking.co.nz/winter-menu/#Sam-North
Good afternoon Graham Bloxam
We noted that you are promoting Samuel North on your web site http://www.socialcooking.co.nz/2014/03/samuel-north/
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: ‘events@socialcooking.co.nz’ <events@socialcooking.co.nz>
Subject: Samuel North .. correction soughtYour web site states
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 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
http://www.transparency.net.nz/2015/07/24/malcolm-north-director-of-muse-on-allen-responds/
http://www.transparency.net.nz/2015/07/10/samuel-north-responds/
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 socialcooking.co.nz does not how who it is registered to http://dnc.org.nz/whois/socialcooking.co.nz
We see that you run a number of companies https://www.business.govt.nz/companies/app/ui/pages/individual/search?roleType=ALL&q=Graham%20Bloxham 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 |
BLOXHAM, Graham Harold· COOKING SHOULD BE FUN HOLDINGS LIMITED (4015338) |
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.
Regards
Grace Haden
Phone (09) 520 1815
mobile 027 286 8239
visit us at www.transparency.net.nz