companies register
Muse Eatery Catering Limited Samuel North liquidators first report
February 27, 2018 | 
Author 
The liquidators first report has been released for catering limited the company which ran Muse eatery , it can be found here
The liquidators Palliser were appointed by resolution of the shareholder. The shareholder HANIA TRUSTEE (CATERING) LIMITED
is a trust into which Samuel North transferred his assets and his share holding in catering limited 22 April 2016 .
Samuel has done his apprenticeship in companies and when He was investigated in 2015 it was revealed that he had breached some 30 companies act provisions.
But the companies act does not appear to be well enforced and even while Samule was opperating what in our opinion ( based on a truck load of evidence ) was a Phoenix company.
It comes as a bit of a surprise that the liquidator states that there are no assets , we have to ask what was it then that was removed from the premises and captured on film .
There was a flat deck truck belonging to Bramco and another truck belonging to castle parcels DDF 834
and at least two other cars ERQ249 and KKF271
what did they take away thin air ?
the creditors are listed as
ASB Bank PO Box 35 Shortland Street Auckland, 1140
Carrello del Gelato PO Box 6818 Marion Square Wellington, 6141
CPC (New Zealand) Limited PO Box 90535 Victoria Street West Auckland, 1142
Deloitte Accountants 115033 Auckland, 1140
EVEVE New Zealand Limited PO Box 3992 Shortland Street Auckland, 1140
Executive Laundry WellingtonLimited 9 Sydney Street Petone Lower Hutt, 5012
Farm Fresh Distributors Limited 128d Park Road Miramar Wellington
Fish Factory Limited PO Box 68-409 Newton Auckland
Gilmours Wellington PO Box 38891 Wellington Mail Centre Wellington, 5045
Lee Fish New Zealand Limited PO Box 33077 Taka puna Auckland, 0740
Mediaworks Radio Limited PO Box 11441 Manners Street Wellington, 6142
Mediterranean Foods (WGTN) Limited Street 42 Constable Newtown Wellington, 6021 Nova Energy Po Box 404 Whakatane, 3158
Powershop NZ PO Box 7651 Newtown Wellington, 6242
Regional Wine and Spirits 15 Ellice Street Mount Victoria Wellington, 6011Private Bag 92
Rentokil Initial Limited 905 Onehunga Auckland, 1643
Six Barrel Soda Company PO Box 11884 Manners Street Wellington
T Leaf Limited PO Box 33139 Petone Lower Hutt, 5046
The Clareville Bakery Limited 3340 SH2 Clareville Carterton, 5713
Waste Management PO Box 204253 High brook Auckland,2161
We note that this list does not include grab one or groupon who were still selling ” deals” after the doors closed
We hope that those who attend the watershed meeting appoint their own liquidator
Liquidators have an obligation to report potential breaches of legislation , we will be very happy to assist .
We hope that some one looks for the truck loads of assets which Samuel spirited away .
Posted in 
Open letter to the North family Debbie ,Malcolm and Samuel
Dear Malcolm Debbie and Samuel
several months ago I corresponded with you and told you that neither Jozsef or I did wished to communicate with you ,but you continued to send bullying and abusive emails.
The police even contacted you email to muse restaurant 171115 and warned you that your communications could well be breaking the law.
But the law apparently means nothing to you, you appear to find it humorous .
So we have just had Christmas. Both Jozsef and I have had to endure more harassment and bullying now you claim you wish to negotiate because you fear being in prison this time next year.
Now you and I both know that innocent people do not have to fear repercussions of the law but you have already stated that the police will not arrest you for stealing Jozsefs shares. WE have so many confessions it appears unreal that you are still in denial .
The lawyers firm which you engaged to represent the company found themselves in such a bind that they had to take court action against me because they didn’t know which way to turn . on one hand they had to admit that Jozsef had no rights and on the other hand you were suing him as a majority share holder . Never before has there been such a ridiculous set of circumstances and blatant theft and you wish to negotiate settlement with Jozsef .
Those who commit offences are not in a position to negotiate to seek a discount on the sums which they have stolen and the losses they have caused.
I have already told you that a good starting point would be full compensation to Jozsef for his losses. You have his bank account details you may wish to start repayment of the shares which you unlawfully transferred.
I have also taken the liberty of writing to the business broker who has Muse on Allen listed for sale it would appear that this is a major transaction one which is not permissible without consent from the share holders and s you have commenced legal action against Jozsef as majority share holder it would appear that you have posed yourselves some problems
No matter what, the outcome for you will be much better if you were to voluntarily commence reparation to Jozsef. the police and the courts will view this favourably .
Other than that neither jozsef or I wish to hear from you and emails and gifts indication what a laugh the last year has been will not serve you well .
You will be contacted by Jozsefs lawyer in due course , currently we are in the middle of a legal holiday . so please be patient and do not communicate with either of us your communications are unwanted .
We look forward to seeing the matter resolved in 2016 , the ball is entirely in your hands you can make it better or you can make it worse. your current conduct is unhelpful.
email in response by Samuel
From: “samuel” <samuel@muserestaurant.co.nz>
Date: Dec 29, 2015 9:33 PM
Subject: Re: Meeting
To: “Jozsef Szekely”
Cc:
Open letter to the ethics committee of the New Zealand association of Counsellors
Op
en letter New Zealand association of Counsellors
From: Grace Haden
Sent: Friday, 11 December 2015 10:22 a.m.
To: ‘ethicssecretary@nzac.org.nz’ <ethicssecretary@nzac.org.nz>
Subject: harassment and bullying by Debbie Norths son and Husband.
I am a licenced Private investigator.
I have been assisting a young chef who has had all his equity in a company stolen from him by Debbie North , her husband and son.
Jozsef invested $64,000 in a restaurant Muse on Allen there were two share holders Debbie’s son Sam and Jozsef 30 % Samuel 70% Jozsef .
Debbie became an alternate director but exercised full director powers and allowed her son to transfer 21% of the shares from Jozsef into his own name contrary to the provisions of legislation and without any legal basis. This reduced Jozsef’s share holding to 49%. No other money was invested into the company apart from funds clearly introduced as LOANS by the Norths and Samuels girlfriend Annabelle Torrejos
Debbie was then party to making her husband Malcolm a director and the three of them removed Jozsef as director and then transferred the remailing shares to Samuel making him the 100% shareholder of the company while he had not introduced any equity in to the company and was in fact showing a deficit of some $6000 of drawings against equity in 2014
In court documents she claimed this was an error how ever this error has not been corrected by her despite the fact that she filed the annual reports with the companies office 21 October 2013 and
09 October 2014 and failed to correct the share holding . these are serious offences under the companies act
I was taken to court for alleged Harassment after the lawyer they employed to act for the company ( but in reality only acting for their interests) accused me of contempt. I advised him that he had a legal duty to comply with the law and be independent in acting for the company and so I was taken to court for harassment .
The court action was in Wellington ( I live in Auckland ) I told the lawyers who were taking this action that I would give an undertaking not to contact this sensitive lawyer who apparently did not wish to be independent and comply with the law .
The court date was concealed from me and I was advised of the hearing at 9 am on the day of the hearing and therefore could not make it to wellington on time. I was called a serial defamer and harasser based on the lawyers submissions and have been ordered to pay $5000 for this privilege I have asked for this decision to be recalled as the process was not fair and transparent.
The Bullying and harassment in this matter is beyond belief. I am not he only one subjected to it – Jozsef has had abuse hurled at him and has been physically threatened in court by Malcolm North .
After losing his own restaurant Samuel taunts him by saying what is it like flipping ham burgers.. and making himself out to be the all successful chef based on the fact that he “ owns “ a restaurant which Jozsef has effectively purchased the chattels for before being kicked out three months into the operation .
The police are only good for writing warning letters and nothing further appears to be on their agenda other than getting people to take things to court where they are subjected to massive legal bills ( Jozsef has already paid out over $50,000)
amendment: It is our honest opinion that Malcolm has been attempting to interfere with Jozsef’s employment apparently by using his capacity as Employment Support Representative in the ministry of social development . This honest opinion is based on events which occurred at Jozsefs work place and events which played out . Malcolm has alleged that this statement is declamatory but it is our honest opinion that this is the case perhaps Malcom would like to explain why he met with Jozsefs supervisor and why Jozsef was then put in the position that he was placed in . Honest opinion is never defamatory
Jozsef is under extreme pressure and I fear that the ongoing attacks on may have serious repercussions . this has been going on for three years
Even after the police told Samuel and Malcolm not to send any more emails they have continued to do so making false claims and bullying remarks about personal relationships remarks which are untrue and have no substance but are made in an attempt to hurt and denigrate
I find it ironic that Debbie works for the mediation service and I see the ethics of her and her family counterproductive to the aims and values of your organization
Since Debbie made a claim to the court that Jozsef’s shares were transferred in error she should seek to correct it, instead she chose to resign as director and has allowed her husband and son to continue harassing and bullying.
This has to stop and that is why I am bringing this to your attention
I have Lots of information about this on Transparency.net.nz and in the interest of transparency I will publish this letter there as an open letter the public has a tight to know that you employ a membership secretary who is party to all of this .
I doubt that you will do anything as we appear to be incredibly good at duck shoving in NZ it is always someone else’s problem . The problem in this case is the lack of enforcement of our laws once upon a time people who committed these offences were behind bars now they just bully people and hopefully their victims will commit suicide and then they can say see he/ she was mad all along.
This is why NZ’s suicide rate is higher than our road toll and drownings put together . You and any one reading this has to act we force people to go to extreme expense to save the one or two toddlers who drown in domestic pools each year but we allow bulling in adults and through lawyers to continue .
I do hope that you act. I fear that you will not .
Regards
Grace Haden
Muse on Allen Limited a lesson on share holder agreements and Independent & competent lawyers
To
day 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…
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 a
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.
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
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.
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