muse on allen
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
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 <firstname.lastname@example.org
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.
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 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.
The chattels of Muse on Allen were purchased using Jozsefs money . this is a copy of the sale and purchase agreement as 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.
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.
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.
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 . Ironically Janine in her linked in profile claims to have been part of victim support . (Good work Janine do you know what a victim is ??? )
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 Jozsef. annual 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
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 .