muse on allen

Samuel North conviction recorded by MBIE

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

 

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

samuel north _ LinkedIn messages

samuel north _ LinkedIn liquidators

samuel north _ LinkedIn 2

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

Today  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…

Read the whole article »

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  apartnering agreement 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.shae holder accounts

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