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

  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 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 ?
  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 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;
    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.

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.”

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 sought

Your 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/2015/07/25/samuel-north-alleged-owner-of-muse-on-allen-interview-and-comments/

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/

http://www.transparency.net.nz/2015/07/09/abuse-of-companies-act-muse-on-allen-limited-request-for-ministerial-investigation/

http://www.transparency.net.nz/2015/07/08/muse-on-allen-we-reveal-the-secret-to-samuel-norths-success/

 

 

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