Blue Citi LLC v. 5Barz International Inc.

Filing 130

MEMO ENDORSEMENT on RECEIVER'S EMERGENCY MOTION TO EXPAND RECEIVERSHIP with respect to 129 EMERGENCY MOTION to Expand Receivership. ENDORSEMENT: Defendant must file a response by March 18, 2020 indicating why the Court should not modify the Receiver Order to expand the Receivership to include the Cubera entities. SO ORDERED. (Signed by Judge Valerie E. Caproni on 3/05/2020) (ama)

Case 1:16-cv-09027-VEC Document 129 Filed 03/04/20 Page 1 of 12

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Case No. 16-CV-9027-VEC
BLUE CITI, LLC,

USDC SDNY
DOCUMENT
ELECTRONICALLY FILED
DOC #:
DATE FILED: 3/5/2020

Plaintiff,
v.
5BARZ INTERNATIONAL, INC.,
Defendant.
________________________________________/
RECEIVER’S EMERGENCY MOTION TO EXPAND RECEIVERSHIP
Andrew K. Levi, the court-appointed Receiver for 5BARZ International Inc. (“BARZ” or
the “Receivership Defendant”), through undersigned counsel, respectfully moves pursuant to the
February 18, 2020 Order appointing Receiver (ECF No. 123) for an order expanding the
Receivership to include Cubera International, Inc., Cubera Management, Inc., and any other
Cubera-affiliated entities (collectively “Cubera”). The relief requested is necessary and appropriate
because the Receiver’s ongoing investigation has indicated that the Receivership Defendant (and
its affiliated entities) and the Cubera Entities are operated as one collective enterprise without due
regard for corporate formalities. The Receivership Defendant and Cubera use the same office, and
have the same employees and directors. Additionally, Cubera pays for the Receivership
Defendant’s expenses it wants to pay for and the Receivership Defendant owns part of Cubera.
The Cubera entities are either successors to the Receivership Defendant or the same entity
as the Receivership Defendant’s entity. More specifically, one of the Cubera entities is the same
company as one of the Receivership Defendant’s related entities, as it merely changed its name in
October 2019, two months after Plaintiff Blue Citi moved to appoint a Receiver. Accordingly, it

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is appropriate to immediately expand the receivership to include Cubera to preserve their assets
and bring them under the Receiver’s control.
BACKGROUND
I.

The Judgment Against the Receivership Defendant
On September 19, 2019, this Court awarded Plaintiff Blue Citi LLC (“Blue Citi”) a

judgment in the amount of $180,204.36 in damages, $116,950.00 in prejudgment interest, and
$5,837.12 in attorneys’ fees, totaling $302,991.48. (ECF Nos. 78-79). The Court then awarded
additional attorney’s fees in the sum of $5,552.50 by Order dated December 20, 2019, (see ECF
No. 118), thereby increasing the judgment amount to $308,543.98 plus any applicable interest (the
“Judgment”).
II.

The Court Appointed a Receiver over the Receivership Defendant
Blue Citi then moved for an order appointing a Receiver to administer, collect, or sell any

real or personal property in which Defendant-Judgment Debtor BARZ has an interest and to do
any other acts required to satisfy the Judgment. (ECF No. 105). The Court granted Blue Citi’s
motion on December 20, 2019 (ECF No. 118).
On February 18, 2020, this Court entered its Order appointing Andrew K. Levi as Receiver
“of all of the real and personal property of BARZ…(collectively, the “Receivership Assets”)” (the
“Receiver Order”) (ECF No. 123). The Receiver Order authorizes the Receiver to “take over
immediate custody, possession, and control of BARZ, to collect any of BARZ’s accounts,…to
obtain control of bank accounts, leases, security deposits, and keys necessary to collect BARZ’s
assets, and to take any appropriate actions to satisfy the Judgment, including but not limited to
obtaining copies of all books and records of any type or nature relating to or evidencing BARZ’s
interests or rights in any Receivership Assets, including any entities in which BARZ has an

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interest, including any entities that are identified after the date hereof and BARZ’s interests,
equity, shares of stock, and accounts receivable including those identified by BARZ in response
to the information subpoena served upon it…” Id. At 2. (emphasis added). In its response to the
information subpoena, BARZ identified various entities it owns shares of, including 5Barz
Technology Holdings. (Receiver Decl., ¶ 3; ECF No. 103-1 at Answer to #9).
The Receiver Order also provides that the Receiver is “to identify by its review of the
relevant books and records, and any other source of information, any entity in which BARZ has
an interest, whether partial or impartial, and whether direct or indirect, and to include any such
entity as part of the Receivership Assets.” (ECF No. 123 at 3). The Receiver Order further provides
that “the Receiver may at any time apply to this Court for further instructions and orders related to
this Order and for additional powers necessary to enable the Receiver to perform the Receiver’s
duties properly at any time on noticed motion…” (ECF No. 123 at 5).
III.

Corporate Records Confirm Cubera Entities are Either the Same as the
Receivership Defendant or Successor Entities.
Immediately after his appointment, the Receiver commenced investigating the

Receivership Defendant’s affairs and discovered that the Receivership Defendant and Cubera are
related entities, are operated as one collective enterprise without due regard for corporate
formalities, and have the same employees and directors. (Receiver Decl., ¶ 5).
The Receiver’s review of the public corporate records for the Receivership Defendant
showed that the Receivership Defendant was incorporated in Nevada on November 14, 2008. (Id.,
¶¶ 6-7). The Nevada corporate records show that the registered agent of the Receivership
Defendant in Nevada is Nevada Business Services, located at 1805 N. Carson Street, Suite X,
Carson City, NV, 89701, and that the registered agent individuals with authority to act are Ellen
Ramsey and/or Clinton Reeves. (Id., ¶ 8). The Receivership Defendant was registered in Florida
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on March 6, 2014. (Id., ¶ 9). When the Receivership Defendant was registered in Florida on March
6, 2014, it listed Gil Amelio and Daniel Bland as directors, and Daniel Bland as president,
secretary, and treasurer. (Id., ¶ 10). The last filed corporate document for the Receivership
Defendant in Florida is dated June 13, 2019, and shows that its principal place of business and
current mailing address is located at 78 SW 7th Street, Ste. 09-149, Miami, Florida 33130, and that
Gil Amelio and Daniel Bland are directors, and Daniel Bland is CEO and CFO. (Id., ¶ 11).
The Receiver also reviewed the public corporate records for the Cubera entities. (Id., ¶ 12).
Cubera International, Inc. was formed in Nevada on December 17, 2019, four months after Blue
Citi moved to appoint a receiver, and a mere three days before this Court granted the motion to
appoint a receiver. (Id., ¶ 13). The current directors of Cubera International, Inc. are Daniel Bland,
Gil Amelio, and Samartha Nagabhushanam, and Daniel Bland is the current president. (Id., ¶ 14).
The current addresses for these directors according to Cubera International, Inc.’s corporate filing
is 78 SW 7th Street, Suite 09-149, Miami, Florida 33130. (Id., ¶ 15). While a Florida office address
(the same as the one for the Receivership Defendant) is provided for Cubera International, Inc.’s
directors, Cubera International, Inc. is not registered to do business in Florida. (Id., ¶ 16).
The Receiver found another Cubera entity: Cubera Management Inc. (Id., ¶ 17). Cubera
Management Inc. was formed in Nevada on March 7, 2016. (Id., ¶ 18). Daniel Bland is Cubera
Management, Inc.’s director, president, secretary and treasurer. (Id., ¶ 19). The Nevada corporate
records show that the registered agent of Cubera Management, Inc. is Nevada Business Services,
located at 1805 N. Carson Street, Suite X, Carson City, NV, 89701, and that the registered agent
individuals with authority to act are Ellen Ramsey and/or Clinton Reeves. (Id., ¶ 20). A corporation
by the same name (Cubera Management, Inc.) was incorporated as a Florida corporation on June
28, 2017. (Id., ¶ 21). The Articles of Incorporation for Cubera Management, Inc. show that the

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corporation was originally named 5Barz Technology Holdings Inc., and had a principal place of
business address listed at 1805 N. Carson Street, Suite X, Carson City, NV 89701. (Id., ¶ 22). The
Articles of Incorporation listed Mark Geoghegan as its registered agent and director, and Daniel
Bland as its CEO. (Id.). 5Barz Technology Holdings, Inc. changed its name to Cubera
Management, Inc. on October 29, 2019. (Id., ¶ 23). The amendment lists Cubera Management,
Inc.’s principal and mailing addresses at 78 SW 7th Street, Suite 09-149, Miami, Florida 33130.
(Id.). The amendment is signed by Daniel Bland as CEO and director. (Id.). The last report filed
by Cubera Management, Inc. lists 78 SW 7th Street, Suite 09-149, Miami, Florida 33130 as its
principal place of business, mailing address, and address of its registered agent Mark Geoghegan,
and lists Daniel Bland as CEO, Mark Geoghegan as CFO, and Gil Amelio as chairman. (Id., ¶ 24).
Significantly, in response to the Information Subpoena, the Receivership Defendant stated
it owned shares of 5Barz Technology Holdings. (Id., ¶ 25; ECF No. 103-1 at Answer to #9). Since
5Barz Technology Holdings changed its name to Cubera Management, Inc. on October 29, 2012
(two months after Blue City moved to appoint the Receiver), the result is that the Receivership
Defendant now owns shares of Cubera Management, Inc., and Cubera Management, Inc. is a
receivership asset. (Receiver Decl., ¶ 25). The corporate records show the intricate web formed by
the Receivership Defendant and its related entities, and Cubera. (Id., ¶ 26, Exhibit K).
Additionally, internet chatter relating to the Receivership Defendant and Cubera raises
concerns. Five days after appointment of the Receiver, the internet chatter describes Receivership
Defendant shares that are being exchanged for Cubera shares (Receiver Decl., ¶ 27):
•

“Have you not noticed that Cubera shares have shown up in your account? I'm shocked no
one has posted anything about this yet. I own 5barz stock like the rest of you, and Cubera
shares have shown up in my account. Time to start digging on Cubera guys, and find out
what we can. Clearly this is Bland’s and Gil’s plan being executed (at least in the very early
stages) that they mentioned on the conference call several months ago.” (Id.).

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•

“You probably don’t recognize the shares. They are listed under a CUSSIP number where
the stock symbol is normally listed on your account page. Check again. The CUSSIP
number on mine (I’m in the USA) have “CNT” in the number. I have/had BARZ in 3
different accounts and the shares showed up in all three. Anyway, hope that helps others.
That link is a great find! Nice digging rogue, well done. Looks like currently it’s a private
company in India, but it’s clearly showing it's linked to 5BARZ in some way. (Id.).

•

“You are correct Sir, now in one of my accounts I see some Cubera shares, cusip ending
with 3105. The other account doesn’t display the cusip number but there is a new 5barz
holding saying ‘XXX SUBMITTED FOR SPINOFF’, with a recent Corp Action
transaction as of 01/29/2020.” (Id.).

•

“But it does look like a reverse split of 1:13, still, better than nothing” (Id.).
Additionally, Cuberatech India Private Limited appears to be related to 5Barz India Private

Limited. (Id., ¶ 28). An individual named Padmanbharao is a director of both Cuberatech India
Private Limited and 5Barz India Private Limited. (Id.). 5Barz India Private Limited is owned, in
whole or in part, by the Receivership Defendant as admitted by the Receivership Defendant in its
response to the subpoena. (Id., ¶ 29).
IV.

The Receivership Defendant and Cubera Use the Same Office, have the Same
Employees and Directors, the Receivership Defendant Owns Part of Cubera and
Cubera Pays Receivership Defendant’s Expenses.
On February 24, 2020, the Receiver interviewed Mark Geoghegan who stated he was a

financial consultant for the Receivership Defendant,1 and Veronika Turaeva who stated she was a
consultant, bookkeeper, and internal accountant for the Receivership Defendant. (Id., ¶ 30). During
the interview, Mr. Geoghegan and Ms. Turaeva stated the following:
•

Cubera International, Inc. was incorporated in Nevada and is a technology company
which has no debts. (Id., ¶ 31).

•

Cubera International, Inc. is the parent company and owns 2 subsidiaries: (1) Cubera
Tech India, and (2) Cubera Management, Inc. (Id.). Cubera Management, Inc. pays
certain expenses of the Receivership Defendant as more fully described below. (Id.).

1

The corporate records described above, however, list Mr. Geoghegan as Director of Finance for
the Receivership Defendant, and CFO of Cubera Management, Inc. (Receiver Decl., ¶ 30, N.1).
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•

5Barz and Cubera have the same office located at a WeWork. (Id.). The address of the
shared office is 78 SW 7th Street, Ste. 09-149, Miami, Florida 33130. (the “Shared
Office”). (Id.).

•

The Receivership Defendant and Cubera have overlapping directors and employees. Two
out of the three directors in Cubera are directors in the Receivership Defendant: Daniel
Bland and Gil Amelio. (Id.). Mr. Geoghegan is a financial consultant for both the
Receivership Defendant and Cubera. (Id.). Everything Mr. Geoghegan and Ms. Turoeva
do for the Receivership Defendant, they also do for Cubera. (Id.). Employees of 5Barz
India Private Ltd. (which is 99.9% owned by the Receivership Defendant) are currently
working for Cubera India while the Receivership Defendant “cleans up.” (Id.). These
employees in India are working for a company called “Cubera Tech” which was
incorporated about a month ago to sell wifi products. (Id.).

•

Cubera is “fulfilling an agreement” with 5Barz India selling routers. (Id.).

•

The Receivership Defendant owns 20% of the shares of Cubera. (Id.).2

•

Cubera pays for certain expenses of the Receivership Defendant. (Id.). For example,
Cubera International, Inc. pays rent for the Receivership Defendant’s and Cubera’s Shared
Office. (Id.). Cubera paid Mr. Geoghegan who performs work as a consultant to both the
Receivership Defendant and Cubera. (Id.). Cubera also paid for Mr. Basile’s (the
Receivership Defendant’s attorney in this matter) fees. (Id.). Daniel Bland, who is the
President of both Cubera International, Inc. and Cubera Management, Inc. instructed Ms.
Turaeva to have Cubera pay for Mr. Basile’s fees. (Id.).

•

Ms. Turaeva claims that when Cubera pays for a Receivership Defendant’s expense, the
expense is recorded in the Receivership Defendant’s ledger as a liability to Cubera. (Id.).
However, there is no formal arrangement between the Receivership Defendant and
Cubera for Cubera’s payment for the Receivership Defendant’s expenses. (Id.). Mr.
Bland decides which ones of the Receivership Defendant’s expenses Cubera pays for.
(Id.).

•

Cubera obtains funds used to pay the Receivership Defendant’s expenses from the private
placement of convertible notes. (Id.). The Receivership Defendant also raised money
from Blue Citi through the sale of a convertible note. (ECF No. 1 at 1).

•

Cubera is in the midst of an over $20 million financing. (Receiver Decl., ¶ 31).

2

It is important to note that the Receivership Defendant did not list Cubera in its response to the
Information Subpoena. (Id., ¶ 31, N.2).
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According to the Receivership Defendant’s records, from December 23, 2019 to February
11, 2020, Cubera paid over $60,000 of expenses for the Receivership Defendant, including: (Id.,
¶ 32).
•

$5,000 to Daniel Bland. (Id.).3

•

$2,500 to “Bowman Blue LLC (Alex Carvalho)”4 (Id.).

•

$35,000 to 5Barz India Private Limited. (Id.). As explained above, employees of 5Barz
India Private Ltd. are currently working for Cubera India. (Id.). So in effect, Cubera is
paying 5Barz India Private Ltd. (a Receivership Defendant entity) on the
Receivership’s entity behalf while these employees perform services for Cubera India.
(Id.).

•

$10,000 to The Basile Law Firm.5 (Id.).

•

$4,200 directly to the Receivership Defendant. (Id.).

As shown above, Cubera and the people who control it (the same people who control the
Receivership Defendant) pick and choose which Receivership Defendant’s expenses Cubera pays.
These payments further confirm that the Cubera entities are both the same entity as one of the
Receivership Defendant’s entities, and the successor entities to the Receivership Defendant.
ARGUMENT
The Receiver seeks to expand the receivership to include Cubera, so that the Receiver may
take possession and control over Cubera’s records and assets. The inclusion of Cubera in the

3

Daniel Bland is a director of the Receivership Defendant, Cubera International, Inc., and Cubera
Management, Inc. (registered in Nevada), and also president of the Receivership Defendant,
officer of Cubera International, Inc., president, secretary, and treasurer of Cubera Management,
Inc. (registered in Nevada), and CEO of Cubera Management, Inc. (registered in Florida).
(Receiver Decl., ¶ 31, N.3).
4

According to Mr. Geoghegan, Alex Carvalho was engaged by the Receivership Defendant to
“deal with” its $10 million in debt, and works out of the office shared by the Receivership
Defendant and Cubera. (Id., ¶ 31, N.4).
5

Mr. Basile is counsel of record for the Receivership Defendant. (Id., ¶ 31, N.5).
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receivership estate will facilitate the administration of the assets and, importantly, will allow the
Receiver to preserve and improve the assets for the benefit of the Judgment Creditor.
Notably, this Court’s Receiver Order contemplates the expansion of the receivership. The
Order expressly states the Receiver is “to identify…any entity in which BARZ has an interest,
whether partial or impartial, and whether direct or indirect, and to include any such entity as part
of the Receivership Assets” and “the Receiver may at any time apply to this Court for further
instructions and orders related to this Order and for additional powers necessary to enable the
Receiver to perform the Receiver’s duties properly at any time on noticed motion…” (ECF No.
123 at 3, 5). As explained above, one of the Cubera entities owned by the Receivership Defendant
(Cubera Management, Inc.) is a receivership asset that merely changed its name. The other
Cubera entities and the Receivership Defendant are operated as one collective enterprise without
due regard for corporate formalities and should be part of the Receivership estate.
It is well-settled that upon a motion of a receiver, a district court may order entities to be
consolidated or brought into an existing receivership, notwithstanding purported corporate
formalities at the entities’ creation. See SEC v. Elmas Trading Corp., 620 F. Supp. 231, 232-241
(D. Nev. 1985) (receivership expanded to include numerous corporations where there was
extensive commingling, personal use of corporate assets, inadequate records, common control and
shared business addresses), aff’d, 805 F.2d 1039 (9th Cir. 1986). The key goal behind a proposed
receivership expansion should be “to ensure that all available assets are brought within the
Receivership and may then be properly distributed to creditors.” Id. at 234.
A corporate entity may be disregarded under federal law “in the interests of public
convenience, fairness, and equity...” Id. Although piercing the corporate veil principles may be

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considered in determining whether to expand a receivership, “[f]ederal analysis gives less respect
to the corporate form than does the strict common-law alter ego doctrine.”6 Id.
Elmas is particularly instructive concerning the expansion of a receivership. In granting the
receiver’s motion to bring several entities into a Receivership, the Elmas court applied a flexible,
yet comprehensive approach, and discussed the following considerations, among others: failure to
observe corporate formalities, the insolvency of the debtor corporation at the time; the identity of
the officers and directors of the two entities; the use of the corporate entity to procure labor or
services for another entity; a similar business location; and utilizing the same address and keeping
books and records at the same office. Id., at 233-40. In Elmas, the court stressed that the approach
in determining whether the corporate entity should be disregarded was necessarily “flexible”
where the primary objective was to “ensure that all available assets are brought within the
Receivership and may then be properly distributed to creditors.” Id.
Here, the Receivership Defendant and Cubera entities are operated as one collective
enterprise without due regard for corporate formalities. The Receivership Defendant and Cubera
use the same office, and have the same employees and directors. Additionally, Cubera pays for the

6

Even if the Court were to consider piercing the corporate veil, many of the factors to be
considered in piercing the corporate veil are present here: failure to observe corporate formalities,
the insolvency of the debtor corporation at the time, use of the same office or business location by
the corporation and its individual stockholders, and the fact that the corporation is merely a facade
for the operations of the dominant stockholder or stockholders. Elmas Trading Corp., 620 F. Supp.
at 233-34. Consideration can also be given to: the comingling of funds and other assets, the
unauthorized diversion of funds or assets to other than corporate purposes, the identity of the
officers and directors of the two entities, or of the supervision and management, the absence of
corporate assets, the use of a corporation as a mere shell, instrumentality or conduit for the business
of another corporation, and the use of the corporate entity to procure labor, services, or
merchandise for another person or entity. Id. at 234. The conclusion to disregard the corporate
entity does not, however, rest on a single factor, but often involves a consideration of the
mentioned factors; the particular situation must generally present an element of injustice or
fundamental unfairness. Id.
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Receivership Defendant’s expenses it wants to pay for, and the Receivership Defendant owns part
of Cubera.

Notably, one of the Cubera entities is the same company as a Receivership

Defendant’s related entity, as it merely changed its name in October 2019, two months after
Plaintiff Blue Citi moved to appoint a Receiver.
Because (1) the Court has the authority to expand the receivership to include Cubera, and
(2) expansion of the receivership is necessary for the protection of the receivership estate, the
Receiver respectfully requests that this Court modify the Receiver Order to expand the
Receivership to include the Cubera entities.
Dated: March 4, 2020

Respectfully submitted,
MARK MIGDAL & HAYDEN LLC
For Andrew K. Levi, Receiver
80 SW 8th Street
Suite 1999
Miami, FL 33130
Telephone: [phone]

Defendant must file a response by March 18,
2020 indicating why the Court should not
modify the Receiver Order to expand the
Receivership to include the Cubera entities.
SO ORDERED.

By:

3/5/2020
HON. VALERIE CAPRONI
UNITED STATES DISTRICT JUDGE

s/ Etan Mark
Etan Mark, Esq.
New York Bar No. 4240214
Florida Bar No. 720852
[e-mail]
[e-mail]

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing was served via
electronic filing with the Clerk of the Court using the CM/ECF System that will send a Notice of
Electronic Filing to all parties with an e-mail address of record who have appeared and consented
to electronic service in this action. Additionally, a true and correct copy of the foregoing was
served via email on all parties on the attached Service List this 4th day of March 2020.
By: s/ Etan Mark
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SERVICE LIST
Jeffrey Fleischmann
Law Offices of Jeffrey Fleischmann, PC
32 Broadway, Suite 1710
New York, NY 10004
[phone]
Fax: [phone]
Email: [e-mail]
Counsel for Plaintiff
Martin Alan Shell
The Shell Law Firm, PLLC
11 Broadway, Suite 615
New York, NY 10004
(646)-616-3983
Fax: [phone]
Email: [e-mail]
Counsel for Defendant
Mark R. Basile
The Basile Law Firm
400 Jericho Turnpike, Suite 104
Jericho, NY 11753
[phone]
Fax: [phone]
Email: [e-mail]
Counsel for Defendant

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Case No. 16-CV-9027-VEC
BLUE CITI, LLC,
Plaintiff,
v.
5BARZ INTERNATIONAL, INC.,
Defendant.
________________________________________/
DECLARATION OF RECEIVER ANDREW K. LEVI IN SUPPORT OF RECEIVER’S
EMERGENCY MOTION TO EXPAND RECEIVERSHIP
ANDREW K. LEVI, hereby declares, under penalty of perjury in accordance with 28
U.S.C. § 1746, as follows:
1.

My name is Andrew K. Levi. I am over twenty-one years of age. I submit this

Declaration based on my own personal knowledge and documentary evidence in support of the
Receiver’s Emergency Motion to Expand Receivership.
2.

On February 18, 2020, I was appointed by this Court as Receiver (the “Receiver”)

“of all of the real and personal property of” 5Barz International, Inc. (“BARZ” or the
“Receivership Defendant”) (ECF No. 123). The Receiver Order authorizes the Receiver to “take
over immediate custody, possession, and control of BARZ, to collect any of BARZ’s accounts,…to
obtain control of bank accounts, leases, security deposits, and keys necessary to collect BARZ’s
assets, and to take any appropriate actions to satisfy the Judgment, including but not limited to
obtaining copies of all books and records of any type or nature relating to or evidencing BARZ’s
interests or rights in any Receivership Assets, including any entities in which BARZ has an
interest, including any entities that are identified after the date hereof and BARZ’s interests,

Case 1:16-cv-09027-VEC Document 129-1 Filed 03/04/20 Page 2 of 50

equity, shares of stock, and accounts receivable including those identified by BARZ in response
to the information subpoena served upon it…” Id. At 2. (emphasis added).
3.

In its response to the information subpoena, BARZ identified various entities it

owns shares of, including 5Barz Technology Holdings. (ECF No. 103-1 at Answer to Question
#9).
4.

The Receiver Order also provides that the Receiver is “to identify by its review of

the relevant books and records, and any other source of information, any entity in which BARZ
has an interest, whether partial or impartial, and whether direct or indirect, and to include any such
entity as part of the Receivership Assets.” (ECF No. 123 at 3). The Receiver Order further provides
that “the Receiver may at any time apply to this Court for further instructions and orders related to
this Order and for additional powers necessary to enable the Receiver to perform the Receiver’s
duties properly at any time on noticed motion…” Id. at 5.
5.

Immediately after my appointment as Receiver, I commenced investigating the

Receivership Defendant’s affairs. I discovered that the Receivership Defendant and various
entities named Cubera, including Cubera International, Inc. and Cubera Management (collectively
“Cubera”) are related entities, are operated as one collective enterprise without due regard for
corporate formalities, and have the same employees and directors.
The Receivership Defendant
6.

I reviewed public corporate records for the Receivership Defendant.

7.

These records show that the Receivership Defendant was incorporated in Nevada

on November 14, 2008. Attached hereto as Exhibit A is a true and correct copy of the entity
information for the Receivership Defendant from the State of Nevada Secretary of State website.

2

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8.

The Nevada corporate records show that the registered agent of the Receivership

Defendant in Nevada is Nevada Business Services, located at 1805 N. Carson Street, Suite X,
Carson City, NV, 89701, and that the registered agent individuals with authority to act are Ellen
Ramsey and/or Clinton Reeves. See Exhibit A.
9.

The Receivership Defendant was registered in the State of Florida on March 6,

2014. Attached hereto as Exhibit B is a true and correct copy of the corporate registration
information for the Receivership Defendant from the State of Florida Division of Corporations
website.
10.

When the Receivership Defendant was registered in Florida on March 6, 2014, it

listed Gil Amelio and Daniel Bland as directors, and Daniel Bland as president, secretary, and
treasurer. Attached hereto as Exhibit C is a true and correct copy of the registration document for
the Receivership Defendant from the State of Florida Division of Corporations website.
11.

The last filed corporate document for the Receivership Defendant in Florida is

dated June 13, 2019, and shows that its principal place of business and current mailing address is
located at 78 SW 7th Street, Ste. 09-149, Miami, Florida 33130, and that Gil Amelio and Daniel
Bland are directors, and Daniel Bland is CEO and CFO. Attached hereto as Exhibit D is a true and
correct copy of the document filed by the Receivership Defendant on June 13, 2019, from the State
of Florida Division of Corporations website.
The Cubera Entities
12.

I also reviewed the public corporate records for the Cubera entities.

a. Cubera International, Inc.
13.

Cubera International, Inc. was formed in Nevada on December 17, 2019, four

months after Blue Citi moved to appoint a receiver, and a mere three days before this Court granted

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the motion to appoint a receiver. Attached hereto as Exhibit E is a true and correct copy of the of
the entity information for Cubera International, Inc. from the State of Nevada Secretary of State
website. See also ECF No. 105 (Motion to Appoint Receiver filed on August 2, 2019); ECF No.
123 (Order appointing Receiver).
14.

The current directors of Cubera International, Inc. are Daniel Bland, Gil Amelio,

and Samartha Nagabhushanam, and Daniel Bland is the current president. See Exhibit E.
15.

The current addresses for these directors according to Cubera International, Inc.’s

corporate filing is 78 SW 7th Street, Suite 09-149, Miami, Florida 33130. See Exhibit E.
16.

While a Florida office address (the same as the one for the Receivership Defendant)

is provided for Cubera International, Inc.’s directors, Cubera International, Inc. is not registered to
do business in Florida.
b. Cubera Management Inc. (Nevada)
17.

I found another Cubera entity: Cubera Management Inc.

18.

Cubera Management Inc. was formed in Nevada on March 7, 2016. Attached hereto

as Exhibit F is a true and correct copy of the entity information for Cubera Management Inc. from
the State of Nevada Secretary of State website.
19.

Daniel Bland is Cubera Management, Inc.’s director, president, secretary and

treasurer. See Exhibit F.
20.

The Nevada corporate records show that the registered agent of Cubera

Management, Inc. is Nevada Business Services, located at 1805 N. Carson Street, Suite X, Carson
City, NV, 89701, and that the registered agent individuals with authority to act are Ellen Ramsey
and/or Clinton Reeves. See Exhibit F.

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c. Cubera Management, Inc. (Florida) (previously 5Barz Technology Holdings, Inc.)
21.

A corporation by the same name (Cubera Management, Inc.) was incorporated as a

Florida corporation on June 28, 2017. Attached hereto as Exhibit G is a true and correct copy of
the entity information for Cubera Management, Inc. from the State of Florida Division of
Corporations website. Florida assigned number P17000056779 to this corporation. See Exhibit G.
22.

The articles of incorporation for the entity now-named Cubera Management, Inc.

(entity number P17000056779) show that the corporation was originally named 5Barz Technology
Holdings Inc., and had a principal place of business address listed at 1805 N. Carson Street, Suite
X, Carson City, NV 89701. Attached hereto as Exhibit H is a true and correct copy of the Electronic
Articles of Incorporation for 5Barz Technology Holdings, Inc., entity number P17000056779,
from the State of Florida Division of Corporations website. The articles of incorporation listed
Mark Geoghegan as its registered agent and director, and Daniel Bland as its CEO. See Exhibit H.
23.

5Barz Technology Holdings, Inc. changed its name to Cubera Management, Inc.

on October 29, 2019. The amendment lists Cubera Management, Inc.’s principal and mailing
addresses at 78 SW 7th Street, Suite 09-149, Miami, Florida 33130. The amendment is signed by
Daniel Bland as CEO and director. Attached hereto as Exhibit I is a true and correct copy of the
Articles of Amendment for entity number P17000056779, from the State of Florida Division of
Corporations website.
24.

The last report filed by Cubera Management, Inc., entity P17000056779, lists 78

SW 7th Street, Suite 09-149, Miami, Florida 33130 as its principal place of business, mailing
address, and address of its registered agent Mark Geoghegan, and lists Daniel Bland as CEO, Mark
Geoghegan as CFO, and Gil Amelio as chairman. Attached hereto as Exhibit J is a true and correct

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copy of the Florida Profit Corporation Amended Annual Report for Cubera Management, Inc.
entity number P17000056779, from the State of Florida Division of Corporations website.
25.

Significantly, in response to the Information Subpoena, the Receivership Defendant

stated it owned shares of 5Barz Technology Holdings. (ECF No. 103-1 at Answer to #9). Since
5Barz Technology Holdings changed its name to Cubera Management, Inc. on October 29, 2012
(two months after Blue City moved to appoint the Receiver), the result is that the Receivership
Defendant now owns shares of Cubera Management, Inc., and Cubera Management, Inc. is a
receivership asset.
The Receivership Defendant and the Cubera Entities are Operated as One Enterprise
26.

Attached is Exhibit K, which is a chart based on the publicly-available corporate

records as described above. The chart summarizes the intricate web formed by the Receivership
Defendant and its related entities, and the Cubera entities.
27.

Five days after my appointment as Receiver, the internet chatter described

Receivership Defendant shares being exchanged for Cubera shares. Attached hereto as Exhibit L
is a composite of true and correct copies of postings I found on Investors Hub’s website relating
to the Receivership Defendant and Cubera:
“Have you not noticed that Cubera shares have shown up in your account? I’m
shocked no one has posted anything about this yet. I own 5barz stock like the
rest of you, and Cubera shares have shown up in my account. Time to start
digging on Cubera guys, and find out what we can. Clearly this is Bland’s and
Gil’s plan being executed (at least in the very early stages) that they mentioned
on the conference call several months ago.”
“You probably don’t recognize the shares. They are listed under a CUSSIP
number where the stock symbol is normally listed on your account page. Check
again. The CUSSIP number on mine (I’m in the USA) have “CNT” in the
number. I have/had BARZ in 3 different accounts and the shares showed up in
all three. Anyway, hope that helps others. That link is a great find! Nice digging
rogue, well done. Looks like currently it’s a private company in India, but it’s
clearly showing it’s linked to 5BARZ in some way.
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“You are correct Sir, now in one of my accounts I see some Cubera shares, cusip
ending with 3105. The other account doesn’t display the cusip number but there
is a new 5barz holding saying ‘XXX SUBMITTED FOR SPINOFF’, with a
recent Corp Action transaction as of 01/29/2020.”
“But it does look like a reverse split of 1:13, still, better than nothing”
28.

I also found a website showing that Cuberatech India Private Limited appears to be

related to 5Barz India Private Limited. Attached hereto as Exhibit M is a true and correct copy of
snapshots of a website called INSTAFinancials. Further, an individual named Padmanbharao is a
director of both Cuberatech India Private Limited and 5Barz India Private Limited. See Exhibit M.
29.

5Barz India Private Limited is owned, in whole or in part, by the Receivership

Defendant as admitted by the Receivership Defendant in its response to the subpoena. (ECF No.
103-1 at Answer to Question #9).
30.

On February 24, 2020, I interviewed Mark Geoghegan who stated he was a

financial consultant for the Receivership Defendant,1 and Veronika Turaeva who stated she was a
consultant, bookkeeper, and internal accountant for the Receivership Defendant. The interview
took place in a conference room at the WeWork located at 78 SW 7th Street, Miami, Florida.
31.

During the interview, Mr. Geoghegan and Ms. Turaeva stated the following:
Cubera International, Inc. was incorporated in Nevada and is a technology
company which has no debts.
Cubera International, Inc. is the parent company and owns 2 subsidiaries: (1)
Cubera Tech India, and (2) Cubera Management, Inc. Cubera Management, Inc.
pays certain expenses of the Receivership Defendant as more fully described
below.
5Barz and Cubera have the same office located at a WeWork. The address of the
shared office is 78 SW 7th Street, Ste. 09-149, Miami, Florida 33130. (the
“Shared Office”).

1

The corporate records described above, however, list Mr. Geoghegan as Director of Finance for
the Receivership Defendant, and CFO of Cubera Management, Inc. See Exhibits B and G.
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The Receivership Defendant and Cubera have overlapping directors and
employees. Two out of the three directors in Cubera are directors in the
Receivership Defendant: Daniel Bland and Gil Amelio. Mr. Geoghegan is a
financial consultant for both the Receivership Defendant and Cubera. Everything
Mr. Geoghegan and Ms. Turoeva do for the Receivership Defendant, they also
do for Cubera. Employees of 5Barz India Private Ltd. (which is 99.9% owned
by the Receivership Defendant) are currently working for Cubera India while
the Receivership Defendant “cleans up.” These employees in India are working
for a company called “Cubera Tech” which was incorporated about a month ago
to sell Wi-Fi products.
Cubera is “fulfilling an agreement” with 5Barz India selling routers.
The Receivership Defendant owns 20% of the shares of Cubera.2
Cubera pays for certain expenses of the Receivership Defendant. For example,
Cubera International, Inc. pays rent for the Receivership Defendant’s and
Cubera’s Shared Office. Cubera paid Mr. Geoghegan who performs work as a
consultant for both the Receivership Defendant and Cubera. Cubera also paid
for Mr. Basile’s (the Receivership Defendant’s attorney in this matter) fees.
Daniel Bland, who is the President of both Cubera International, Inc. and Cubera
Management, Inc. instructed Ms. Turaeva to have Cubera pay for Mr. Basile’s
fees.
Ms. Turaeva claims that when Cubera pays for a Receivership Defendant’s
expense, the expense is recorded in the Receivership Defendant’s ledger as a
liability to Cubera. However, there is no formal arrangement between the
Receivership Defendant and Cubera for Cubera’s payment for the Receivership
Defendant’s expenses. Mr. Bland decides which ones of the Receivership
Defendant’s expenses Cubera pays for.
Cubera obtains funds used to pay the Receivership Defendant’s expenses from
the private placement of convertible notes.
Cubera is in the midst of an over $20 million financing.
32.

Per my request, the Receivership Defendant provided me a list of payments made

by Cubera Management, Inc. on behalf of the Receivership Defendant. Attached hereto as Exhibit

2

It should be noted that the Receivership Defendant did not list Cubera in its response to the
Information Subpoena. See ECF No. 103-1.
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