muse on allen

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

Samuel North alleged owner of Muse On Allen – interview and comments.

Samuel North was interviewed on   Concrete playground 

We would like to set the record straight   by providing facts .

Yup okay that was impressively disastrous. You’ve certainly picked up from there though, you established this place at 21, which is ridiculously young, what gave you the confidence to do that?

SN: My parents gave me really good support, they’ve supported me the whole way through it. Especially my dad, he’s been in business before and really wanted me to do this I think. Probably not so young though. I could have waited a few more years but I was just too keen, too eager to own my own place, even if it was going to be something else. This place actually wasn’t even supposed to be a restaurant – I just wanted to have a bar but it turned out completely differently.

Reality 

The chattels of Muse on Allen were purchased  using  Jozsefs money .  this is a copy of the sale and purchase agreement purchaseopeing accountsas can be seen the place was purchased for $90.000  of which  $70,000  was  funds which  Jozsef introduced  see  here ( all enlarge on clicking )

In return  Jozsef received a 70 %  share holding 

Samuel $30 % based on the fact that HE was getting a loan from his parents and girlfriend as  can be seen  Samuel’s total investment into Muse on Allen which he claims he owns  is   a staggering  $10,000  from his bonus bonds. 

What was behind that huge need to h ave your own place?

SN: I just really hated working for people to be honest. I hated getting told what to do all the time. It was driving me crazy. I was just like fuck, what am I doing? I just wanted to do my own thing. 

Reality  

 yes the  reality is that  this statement is true  and it would appear that this dislike of being told what to do extended to   working with some one who has  just purchased the chattels for the business .  How true “I just wanted to do my own thing.”

Starting a business so young, was it kind of hard to get people to take you seriously?

SN: Yeah it was really hard, especially in the first year. I’d hired all these young people who were like fuck it, he’s 21 what the fuck does he know? It made me realise that I needed to be hiring the right people who were going to support me and who wanted to listen to me. I find that actually hiring older and more mature is better. I’ve got a lot of older staff now. They’re still in their like, thirties and twenties and stuff but they are passionate about the restaurant, the food and the service.

Reality  

 From what we have seen the person who  was calling all the shots in the restaurant was Malcolm North, he was   calling all the shots even before  he was made a director.    the scenario  goes   Samuel and Jozsef were directors. Samuel gets his  mother Debbie North , to be an alternate director  she  completes her own forms ( which is actually a no no  )  and uploads this to the companies register  and back dates it to the date of  the company formation. 

They now  use this as a two votes to one directorship and use this to    reduce Jozsefs share holding  without any new capital going into the business and without  any consent from Jozsef.  what they did is totally  against the  companies act . 

It is in reality Malcolm and Debbie   who were  directors with Samuel  in the first  year after passing resolutions  in private to get  Jozsef out .

 

In a herald  article   –Your Business: Young Entrepreneurs Samuel North is reported as  saying

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.

Reality

As  we have shown earlier the opening accounts of Muse on Allen , they are evidence that  Samuel  put in $10,000.

Samuel Norths statement  above is  correct but it  conveniently leaves out the  $70,000  investment of his  business partner  who was then  in our opinion and no doubt in the opinion of any right thinking person “ shafted.”

The  financial accounts for Muse on Allen   show the  Loans from his parents  and Anabel Torrejos  and the share holding of Jozsef  but the companies records   up until  May this year showed Samuel as the only share holder. After that date they brought in Janine Corke a strategist of  Corum Limited   just days after she became a director  Jozsef was sued in the   district court . 

The shares Samuel North held were effectively stolen  from Jozsef  and  were never legally transferred and have certainly never been compensated for – there is no other way of saying but it is  Fraud  at the worst and a serious breach of the companies act at the least

Muse on Allen opened   in  September three months later Jozsef  was kicked out  and they  blamed him  for the company not   being profitable.. show us a company which  is profitable after  3 months .

Now Malcolm North on behalf of Muse on Allen  is  suing  Jozsef for the  losses in  what is reported in the press to be a ” very successful ” business owned and operated by  Samuel North , so successful that  the company is claiming to be insolvent  see  Statement of Claim. Goes to show  that  even after  three years  the company is still  running at a loss despite   all the glowing  press reports which say it is full night after night.. but then that is the power of advertising and a different story . 

Malcolm North supplied free of privilege the end of year accounts which   clearly show   that Jozsef  is a share holder   and  has  been totally alienated   from the company which Samuel  pretends that it is  his own- even   issuing a trespass notice against  Jozsefannual accountsshae holder accounts

False allegations are now being made of contempt of court  this is because lies  have a way  of getting tangled  and drive  desperate people to making  desperate accusations.

Samuel and Malcolm  you could try    paying Jozsef back his   money  and  his costs that you have    trumped up through  delay tactics. 

Let  us look at the future  by  being responsible   with regard to what you have done in the  past ,  what you have done to Jozsef is not  right .

We also include  the  some real feed back  with Samuel North’s responses   which  we captured before it was removed .. they  speak for themselves..click to enlarge they  originate from Trip advisor

group of 6group of 6 part 2Kiwi traveler 1Kiwi traveler

 

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