muse on allen
Samuel North conviction recorded by MBIE
April 1, 2018 | 
Author 
The conviction of Samuel North has been recorded by the companies registrar
section 386 A of the companies act states
386ADirector of failed company must not be director, etc, of phoenix company with same or substantially similar name
(1)Except with the permission of the court, or unless one of the exceptions in sections 386D to 386F applies, a director of a failed company must not, for a period of 5 years after the date of commencement of the liquidation of the failed company,—
(a)be a director of a phoenix company; or
(b)directly or indirectly be concerned in or take part in the promotion, formation, or management of a phoenix company; or
(c)directly or indirectly be concerned in or take part in the carrying on of a business that has the same name as the failed company’s pre-liquidation name or a similar name.
(2)A person who contravenes subsection (1) commits an offence and is liable on conviction to the penalty set out in section 373(4). ( A person convicted of an offence against any of the following sections of this Act is liable to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000:)
The conviction was for setting up and operating Muse eatery through the new company CATERING LIMITED which took over he business, the processes and chattels of Muse on allen which was liquidated by IRD. Samuel has since liquidated Muse eatery but not before he was seen asset striping CATERING LIMITED on the last day. see The Phoenix has flown .. Muse Eatery rumours of closure prove true
Malcolm North , Samuels father who works for the ministry of social development was a director for the phoenix company for a short while when he was a bankrupt .Malcolm North was a director from 28 Feb 2017 to 04 Apr 2017 he was a bankrupt 7 march to 20 June the official assignee’s report is worth reading by any one who is contemplating a business venture with Malcolm North or Samuel North . The official assignees report is located here Malcolm North bankruptcy report it is worth noting
The Bankrupt ticked “no” to having any real estate interests, however
attached to his Statement of Affairs was a piece of paper with details of his
property ownerships and their corresponding values. This information is
below:
30c & 30d Arawhata Street, Porirua $370,000.00
10 Palm Grove, Lower Hutt $560,000.00
1/10 Makara Road, Paraparaumu $430,000.00
The Bankrupt stated on his Statement of Affairs that he has been in business
as a director or manager of a limited liability company registered with the
Companies Office in New Zealand in the past three years. No further
information was provided by the Bankrupt as to the Company details that he
was manager/director of. The Official Assignee requested further information
from the Bankrupt. The Bankrupt advised it was an error and that he had not
been in a business as a director or manager in the past 3 years.
company office records show him as being director of MUSE ON ALLEN LIMITED (3933441) 09 Jan 2013 to 11 Nov 2014 then again 17 Nov 2014 to 06 Dec 2015
he was then a director of CATERING LIMITED (5860509) 28 Feb 2017 to 04 Apr 2017
Throughout the administration, the Bankrupt has failed to co-operate with the
Official Assignee on a number of occasions. He has consistently raised issues with
the costs of his personal lawyer as well as the costs of The Official Assignee’s
lawyers. This has resulted in the Official Assignee spending significant time
corresponding with the Bankrupt regarding matters that are not necessary for the
administration of the bankruptcy and have added unnecessary costs to the estate
Posted in 
Samuel North Convicted of directing a Phoenix company
On 1 March 2018, Samuel North appeared at Wellington District Court in front of Judge Mill for his sentencing indication.
Judge Mill indicated the matter was of moderate seriousness and that a community based sentence would be imposed.
Samuel North accepted the sentence indication and entered guilty pleas to two charges of being a director of a phoenix company.
Samuel North was convicted and sentenced to 200 hours of community work.
We believe that Samuel is now working at the Petone ale house hopefully all those owed money by him will be repaid
July 9 2015 Muse on Allen limited lack of compliance with the companies act-OIA
August 27 2015 Muse on Allen a case study of the dangers of NZ companies
August 28 2015 Muse on Allen limited lack of compliance with the companies act-OIA
March 6 2016 Muse Eatery & Bar – a Phoenix rising ?
September 7 2016 Muse Eatery is it or is it not connected to Muse on Allen ?or what does this say about Samuel Norths integrity ?
February 4 2018 The Phoenix has flown .. Muse Eatery rumours of closure prove true
February 21 2018 Catering Limited : Muse Eatery : Samuel North in Liquidation
March 1 2018 Convicted
386ADirector of failed company must not be director, etc, of phoenix company with same or substantially similar name
(1)Except with the permission of the court, or unless one of the exceptions in sections 386D to 386F applies, a director of a failed company must not, for a period of 5 years after the date of commencement of the liquidation of the failed company,—
(a)be a director of a phoenix company; or
(b)directly or indirectly be concerned in or take part in the promotion, formation, or management of a phoenix company; or
(c)directly or indirectly be concerned in or take part in the carrying on of a business that has the same name as the failed company’s pre-liquidation name or a similar name.
(2)A person who contravenes subsection (1) commits an offence and is liable on conviction to the penalty set out insection 373(4).
Catering Limited : Muse Eatery : Samuel North in Liquidation
Just three weeks after Samuel North closed the doors to Muse eatery the company catering Limited which operated the business muse eatery has gone into liquidation .
It would appear that the share holder
HANIA TRUSTEE (CATERING) LIMITED Hoggard Law Limited, 29 Hania Street, Mt Victoria, Wellington, 6011 , New Zealand
has placed the company into liquidation and appointed their own liquidators .
Samuel North was the share holder of the company but moved the share holding into a trust in april 2016 . It has all been very predictable and North continued to sell Grab one and groupon deals even after he knew he was closing, we believe that this is fraudulent.
Our suggestion is that if you are owed money that you attend the liquidators watershed meeting when it is announced and ensure that independent liquidators are appointed ( as opposed to one appointed by North ) .
When a company appoints its own liquidators the liquidation is likely not to be as transparent or fair as it would be if the liquidator is working for a creditor .
It is our honest opinion that the Liquidators will sell on the Chattels, at a nominal price and the phoenix will fly again when North purchases them .
Muse eatery opened its doors before Muse on Allen had even been placed in to liquidation and it is believed that many of its assets actually belonged to muse.
We have been contacted by many persons who are owed by North , North is avoiding service by debt collectors , there are former staff members who have unresolved grievances .
Samuel north has removed the face book page, the linked in page and the web site .
samuel north _ LinkedIn messages
samuel north _ LinkedIn liquidators
Muse eatery and bar_ Overview _ LinkedIn
the old web site is still viewable here
Muse eatery and bar former Muse on Allen relocated and opened its doors on the 1st of April 2016, housed in the restored heritage colonial carrying company building.
Any one knowing where North is please send an email to us through our comment section and we will share the information but will keep your details confidential
We will happily collate information to ensure that Justice is done
https://i.stuff.co.nz/business/101640499/Wellingtons-Muse-Eatery-Bar-put-into-liquidation
Update
Samuel North has engaged Stephen Iorns <stephen@iornslegal.co.nz> and is bleating defamation
We Hope the barrister gets paid .
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 .
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