Blue Citi LLC v. 5Barz International Inc.

• Court: District Court, S.D. New York
• Decided: March 5, 2020
• Docket: 1:16-cv-09027
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT USDC SDNY DOCUMENT SOUTHERN DISTRICT OF NEW YORK ELECTRONICALLY FILED Case No. 16-CV-9027-VEC DOC #: DATE FILED: 3/5/20 20 BLUE CITI, LLC, 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 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 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 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 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.). • “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). • 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). 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). 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 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. 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,

Defendant must file a response by March 18, MARK MIGDAL & HAYDEN LLC Loe. For Andrew K. Levi, Receiver 2020 indicating why the Court should not 80 SW 8th Street modify the Receiver Order to expand the Suite 1999 Receivership to include the Cubera entities. Miami. FL 33130 SO ORDERED. Telephone: 305-374-0440 . ( By: — s/ Etan Mark Qe Y Etan Mark, Esq. New York Bar No. 4240214 HON. VALERIE CAPRONI 3/5/2020 eoriea oes eee gdal. UNITED STATES DISTRICT JUDGE □□ ; eservice @ markmigdal.com

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

SERVICE LIST Jeffrey Fleischmann Law Offices of Jeffrey Fleischmann, PC 32 Broadway, Suite 1710 New York, NY 10004 (646)657-9623 Fax: (646) 351-0694 Email: jf@lawjf.com Counsel for Plaintiff Martin Alan Shell The Shell Law Firm, PLLC 11 Broadway, Suite 615 New York, NY 10004 (646)-616-3983 Fax: (212)-480-8560 Email: mshell@shelllawfirm.com Counsel for Defendant Mark R. Basile The Basile Law Firm 400 Jericho Turnpike, Suite 104 Jericho, NY 11753 (516)455-1500 Fax: (631) 499-0478 Email: mark@thebasilelawfirm.com Counsel for Defendant 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, 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. 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 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. 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 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: e “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.” e “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 SBARZ in some way.

e “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 Sbarz holding saying ‘XXX SUBMITTED FOR SPINOFF’, with a recent Corp Action transaction as of 01/29/2020.” e “But it does look like a reverse split of 1:13, still, better than nothing” 28. [also found a website showing that Cuberatech India Private Limited appears to be related to 5Barz India Private Limited. Attached hereto as Exhibit M 1s 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 S5Barz 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,' and Veronika Turaeva who stated she was a consultant, bookkeeper, and internal accountant for the Recetvership 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: e Cubera International, Inc. was incorporated in Nevada and is a technology company which has no debts. e 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. e 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”). ' 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.

e 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. e Cubera is “fulfilling an agreement” with 5Barz India selling routers. e The Receivership Defendant owns 20% of the shares of Cubera.” e 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. e 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. e Cubera obtains funds used to pay the Receivership Defendant’s expenses from the private placement of convertible notes. e 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 Recetvership Defendant. Attached hereto as Exhibit

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

N is a true and correct copy of the document provided to me by the Receivership Defendant. The document shows that from December 23, 2019 to February 11, 2020, Cubera has paid over $60,000 of expenses for the Receivership Defendant, including: e $5,000 to Daniel Bland.* e $2,500 to “Bowman Blue LLC (Alex Carvalho)” $35,000 to 5Barz India Private Limited. As explained above, employees of 5Barz India Private Ltd. are currently working for Cubera India. 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. e $10,000 to The Basile Law Firm.> e $4,200 directly to the Receivership Defendant.

Dated: March 4, 2020 # Miami, Florida of ANDREW K. LEVI

3 Daniel Bland is a director of the Receivership Defendant, Cubera International, Inc., and Cubera Management, Inc. (registered in Nevada), and also president, secretary, and treasurer of the Receivership Defendant, president of Cubera International, Inc., president, secretary, and treasurer of Cubera Management, Inc. (registered in Nevada), and CEO of Cubera Management, Inc. (registered in Florida). See Exhibits A, B, E, F, and G. 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.

3/3/2020 Nevada eSOS ————— ee

ENTITY INFORMATION

Entity Name: 5BARZ INTERNATIONAL, INC. Entity Number: E0701762008-0 Entity Type: Domestic Corporation (78) Entity Status: Active Formation Date: 11/14/2008 NV Business ID: NV20081553522 Termination Date: Perpetual Annual Report Due Date: 11/30/2020

REGISTERED AGENT INFORMATION

Name of Individual or Legal Entity: NEVADA BUSINESS SERVICES Status: Active EXHIBIT A

3/2020 Nevada eSOS CRA Agent Entity Type: Registered Agent Type: Commercial Registered Agent NV Business ID: Office or Position:

Jurisdiction: NEVADA Street Address: 1805 N CARSON STREET SUITE X, CARSON CITY, NV, 89701, USA Mailing Address:

Individual with Authority to Act: ELLEN RAMSEY and/or CLINTON REEVES Fictitious Website or Domain Name:

OFFICER INFORMATION VIEW HISTORICAL DATA Title Name Address Last Updated Status President DANIEL BLAND 1805 N CARSON ST STE X, CARSON CITY, NV, 89701, USA 01/19/2018 Active Secretary DANIELBLAND 1805 N CARSON ST STE X, CARSON CITY, NV, 89701, USA 01/19/2018 Active Treasurer DANIEL BLAND 1805 N CARSON ST STE X, CARSON CITY, NV, 89701, USA 01/19/2018 Active Director DR.GILAMELIO 1805 N CARSON ST. SUITE X, CARSON CITY, NV, 89701, USA 01/19/2018 Active Page 1 of 1, records 1 to 4 of 4 CURRENT SHARES Class/Series Type Share Number Value Authorized 600,000,000 0.001000000000 Page 1 of 1, records 1 to 1 of 1

3/3/2020 Nevada eSOS Number of No Par Value Shares: 0 Total Authorized Capital: 600,000

Filing History Name History Mergers/Conversions

Return to Search Return to Results

3/3/2020 Detail by Entity Name DIVISION GF CORPORATIONS

lhe v7, Prvtion of LWIIZ NG ConsoLavions ee came, an vifirial Mute of Florida website Renarlmual of Siale / Division cf Comoralions / Search Reronis / Detail Ay Rocument Number # Detail by Entity Name Foreign Profit Corporation SBARZ INTERNATIONAL INC. Filing Information Document Number F14000001057 FEWEIN Number 26-4343002 Date Filed 03/06/2014 State NV Status ACTIVE Last Event REINSTATEMENT Event Date Filed 06/13/2019 Principal Address 78 SW 7ih Street Ste. 09-149 Miami, FL 33130 Changed: 06/13/2019 Mailing Address 78 SW 7th Street Sle. 09-149 Miami, FL 33130 Changed: 06/13/2019 Registered Agent Name & Address GEOGHEGAN, MARK 78 SW 7th Street Ste. 09-149 Miami, FL 33130 Name Changed: 01/13/2016 Address Changed: 06/13/2019 Officer/Director Detail Name & Address Title Chairman of the Board EXHIBIT B AMELIO, GIL

3/3/2020 Detail by Entity Name □□ FIN otreet Ste. 09-149 Miami, FL 33130 Title CEO, CFO, Director Bland, Daniel 78 SW 7th Street Ste. 09-149 Miami, FL 33130 Tile Director of Finance Geoghegan, Mark 78 SW 7th Street Ste. 09-149 Miami, FL 33430 Annual Reports Report Year Filed Date 2017 03/31/2017 2018 06/13/2019 2019 06/13/2019 Document images e217 -- AMENDED ANNUAL REPORT| View image in PDF format 2017 -- ANNUAL REPORT View image in POF farnat 01/13/2016 -- REINSTATEMENT View image in PDF fannat

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ES [A i 1 {Requestors Name} | Rt | | a 7 l sr er 7 SSS i ‘| (Address)

(Address)

(City/State/Zip/Phone #) 03/06/14--G1016--008 9 #4#78. 7S CL] pickue = [[] war [J mai

(Business Entity Name} SS SS SS SS SSS SSS —_ □ (Document Number) wr x SS = mat 1. Rel Certified Copres ‘Certificates of Status Dope = es MR 7oL; Special Instructions to Filing Officer. S we oO 3°

Office Use Only

EXHIBIT C o7 □□□

2 =* □□

A COVER LETTER TO: New Filing Section Division of Corporations supsect: DBARZ INTERNATIONAL, INC. Name of corporation - must include suffix Dear Sir or Madam: The enclosed “Apptication by Foreign Corporation for Authorization to Transact Business in Florida,” “Certificate of Existence,” or “Certificate of Good Standing” and check are submitted to register the above referenced foreign corporation 1o transact business in Florida. Piease return all correspondence conceming this matter to the following: MARK GEOGHEGAN Name of Person SBARZ INTERNATIONAL, INC. Firm/Company 1111 BRICKELL AVENUE, SUITE 1175 Address MIAMI, FL 33131 City/State and Zip code MG@5BARZ.COM E-mail address: (to be used for future annual report notification) For further information concerning this matter, please call: MARK GEOGHEGAN__,, (305, 913-7151 Name of Person Area Code & Daytime Telephone Number

STREET/COURIER ADDRESS: MAILING ADDRESS: New Filing Section New Filing Section Division of Corporations Division of Corporations Clifton Building P.O. Box 6327. 2661 Executive Center Circle Tallahassee, FL 32314 Tallahassee, FL 32301 Enclosed is a check for the following amount: , ©} $70.00 Filing Fee 0 $78.75 FilingFee& @ $78.75 FilingFee& (© $87.50 Filing Fee, Certificate of Status Certified Copy Certificate of Status & Certified Copy

a APPLICATION BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT . BUSINESS IN FLORIDA IN COMPLIANCE WITH SECTION 607.1503, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED TO REGISTER A FOREIGN CORPORATION TO TRANSACT BUSINESS IN THE STATE OF FLORIDA. SBARZ INTERNATIONAL INC. (Enter name of corporation; must include “FNCORPORATED,” “COMPANY,” “CORPORATION,” "Inc.," "Co," “Corp,” “Ine,* “Co,” or "Corp.”)

(If name unavailable in Florida, enter alternate corporate name adopted for the purpose of transacting business in Florida} ,, NEVADA ;, 26-4343002 (State or country under the law of which it is incorporated} (FEI number, if applicable} 11/14/2008 (Date of incorporation) (Duration: Year corp. will cease to exist or “perpetual”) 6. ce (Date first transacted business in Florida, if prior to registration) {SEE SECTIONS 607.1501 & 607.1502, F.S., to determine penalty liability) ,,1805 N. CARSON STREET, CARSON CITY, NV 89701 (Principal office address) 1111 BRICKELL AVE, 11TH FLOOR, MIAMI, FL 33131 sf (Current mailing address) wee 3. Wireless Technology 2 Se. (Purposc(s) of corporation authorized in home state or country to be carried out in state of Florida) mn 7 inca 9. Name and street address of Florida registered agent: (P.O. Box NOT acceptable) = 3, Ms Name MARK GEOGHEGAN e 2 Office Address: 1111 BRICKELL AVENUE, 11TH FLOOR @ | MIAMI » Florida 33131 | (City) (Zip code) (0. Registered agent's acceptance: Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered apent.

| ; (Registered agent's sipnature) Attached is a certificate of existence duly authenticated, not more than 90 days prior to delivery of this application to the Department of State, by the Secretary of State or other official having custody of corporate records in the jurisdiction under the law of which it is incorporated.

12. Names and business addresses of officers and/or directors: A, DIRECTORS Cheirman: — Cul Amelio Address: __ WANN “Pribett Ave. We Elan —_Miemi ~ Fu Seep Vice Chairman: Address: □□ ee pieeor DANIEL BLAND Address; 1218 Third Avenue, Suite 505 Seattle, Washington 98101 Director: Address: SS SS SS re ry B. OFFICERS preside, DANIEL BLAND Address; 1218 Third Avenue, Suite 505 Seattle, Washington 98101 ee Vice President: Address: wn seereay: DANIEL BLAND | Address: 1218 Third Avenue, Suite 505, Seattle, Washington 98101 ————— nee a) treasures DANIEL BLAND Address: 1218 Third Avenue, Suite 505, Seattle, Washington 98101 NOTE, If necessary, y ch an dum to the application listing additional officers and/or directors. 13, ignature of Director or Officer The officer or director signing this document (and who is listed in number 12 above) affirms that the facts stated herein are truc and that he or she is aware that false information submitted in a document 1o the Department of State constitutes a third degree felony as provided for in 5.817.155, F.S. | 14, DANIEL BLAND (Typed or printed name and capacity of person signing application)

roe st egCRET AR = = + FS TATE + □□□ Se a: aati) ES gala et (eel i! i. . va De A ie ce sn, : □□ a _ 7 ae L. © : Me Pe Peri ee r shes mip i a □ □ | ie fe ee oly raat ‘Tie ts ; ore ee A i a} 2 ee a Se ae = oe di nile al ee a } ah Mists rel gu 8 iy □ ih pe ee ts a 7 “Se □□ i □ H TB OR NEN □

| CERTIFICATE OF EXISTENCE WITH STATUS EN GOOD STANDING 1, ROSS MILLER, the duly clected and qualified Nevada Secretary of State, do hereby certify f that [ am, by the laws of said State, the custodian of the records refating to filings by corporations, non-profit corporations, corporation soles, limited-liability companies, timited partnerships, limited-liability parmerships and business trusts pursuant to Title 7 of the Nevada □□ HT Revised Statutes which are either presently in a status of good standing or were in good standing □□ for a time period subsequent of 1976 and am the proper officer to execute this certificate. □ | { further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, SBARZ INTERNATIONAL, INC., as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since November 14, 2008, and is in good standing in this state. □□

7 IN WITNESS WHEREOF, I have hereunto set my Hy Cine ra en hand and affixed the Great Sea! of State, at my a office on February 28, 2014. } Mone Et edd a ee net □ □□ BAe T= Hi Gee. ed er then — □□ aot ae ROSS MILLER | rn ; Secretary of State Electronic Certificate ‘ Cartificate Number: C20140228-0833 You may verify this efectronic certificate online at http:/iwww.nvaos.gov/ □□ i □ & 1 fe ee St ee rr re pp a peg Serer □□ □□

2019 FOREIGN PROFIT CORPORATION REINSTATEMENT FILED DOGUMENT# 14000001057 Jun 13, 2019 Entity Name: SBARZ INTERNATIONAL INC. Secretary of State 9323642723CR Current Principal Place of Business: 76 SW 7TH STREET STE. 09-149 MIAMI, FL 33130 Current Mailing Address: 78 SW 7TH STREET STE. 09-149 MIAMI, FL 33130 US FEI Number: 26-4343002 Certificate of Status Desired: No Name and Address of Current Registered Agent: GEOGHEGAN, MARK 78 SW 7TH STREET STE. 09-149 MIAMI, FL 33130 US The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Fionda. SIGNATURE: MARK GEOGHEGAN 06/13/2019 Electronic Signature of Registered Agent Date Officer/Director Detail : Tille CHAIRMAN OF THE BOARD Title CEO, CFO, DIRECTOR Name AMELIO, GIL Name BLAND, DANIEL Address 78 SW 7TH STREET Address 78 SW 7TH STREET STE. 09-149 STE. 09-7149 City-State-Zip: MIAMI FL 33130 City-State-Zip> MIAMI FL 33130 Title DIRECTOR OF FINANCE Name GEOGHEGAN, MARK Address 76 SW 7TH STREET STE. 09-149 City-State-Zip: MIAMI FL 33136

| hereby cestily that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the seme jegal effect as if made under oath, that fam an officer or director of the corporation or the receiver or bustage empowered (a execute this report as requirad by Chapter 60/, Florida Statules, and that my neme appears above, or on én alfachmant with alt orhor ike ermpowored. SIGNATURE: DANIEL BLAND CEO 06/13/2019 Electronic Signature of Signing Officer/Director Detail Date

EXHIBIT D

3/3/2020 Nevada eSOS a pe

Entity Name: □ CUBERA INTERNATIONAL, INC. Entity Number: E3587 152019-4 Entity Type: Domestic Corporation (78) Entity Status: Active Formation Date: 12/17/2019 NV Business ID: NV20191666461 Termination Date: Perpetual Annual Report Due Date: 12/31/2020

Name of Individual or Legal Entity: SPRING VALLEY SOLUTIONS, LLC Status: Active EXHIBIT E

3/3/2020 Nevada aSOS CRA Agent Entity Type: CRA - Limited-Liability Corporation Registered Agent Type: Commercial Registered Agent NV Business ID: NV20161551470 Office or Position:

Jurisdiction: NEVADA Street Address: 4955 S DURANGO DR STE 165, LAS VEGAS, NV, 89113, USA Mailing Address:

individual with Authority to Act:

Fictitious Website or Domain Name:

OFFICER INFORMATION “J VIEW HISTORICAL DATA

Last Title Name Address Updated Status President Daniel Bland 78 SW 7th Street, Suite 09-149, Miami, FL, 33130, 12/17/2019 = Active USA Director Daniel Bland 78 SW 7th Street, Suite 09-149, Miami, FL, 33130, 12/17/2019 Active USA Director Gil Amelio 78 SW 7th Street, Suite 09-149, Miami, FL, 33130, 12/17/2019 □ Active USA Director Samartha 78 SW 7th Street, Suite 09-149, Miami, FL, 33130, 12/17/2019 Active Nagabhushanam USA Other/ Daniel Bland 78 SW 7th Street, Suite 09-149, Miami, FL, 33130, 12/17/2019 Active USA

3/3/2020 Nevada eSOS

CURRENT SHARES Class/Series Type Share Number Value Authorized 150,000,000 0.0001 Page 1 of 1, records 1 to 1 of 1

Number of No Par Value Shares: 0 Total Authorized Capital: 150,000 Filing History Name History Mergers/Conversions

33/2020 Nevada eSOS

Entity Name: CUBERA MANAGEMENT INC. Entity Number: E0106412016-8 Entity Type: Domestic Corporation (78) Entity Status: Active Formation Date: 03/07/2016 NV Business ID: NV20161138982 Termination Date: Perpetual Annual Report Due Date: 3/31/2020

Name of Individual or Legal Entity: NEVADA BUSINESS SERVICES Status: Active EXHIBIT F

3/3/2020 Nevada eSOS CRA Agent Entity Type: Registered Agent Type: Commercial Registered Agent NV Business ID: Office or Position:

Jurisdiction: NEVADA Street Address: 1805 N CARSON STREET SUITE X, CARSON CITY, NV, 89701, USA Mailing Address:

Individual with Authority to Act: ELLEN RAMSEY and/or CLINTON REEVES Fictitious Website or Domain Name:

OFFICER INFORMATION — VIEW HISTORICAL DATA

Title Name Address Last Updated Status President DANIEL BLAND 5535 PEREGRINE WAY, BLAINE, WA, 98230, USA 01/02/2018 Active Secretary DANIELBLAND 5535 PEREGRINE WAY, BLAINE, WA, 98230, USA 01/02/2018 Active Treasurer DANIELBLAND 5535 PEREGRINE WAY, BLAINE, WA, 98230, USA 01/02/2018 Active Director DANIEL BLAND 5535 PEREGRINE WAY, BLAINE, WA, 98230, USA 01/02/2018 Active Page 1 of 1, records 1 to 4 of 4 CURRENT SHARES Class/Series Type Share Number Value Authorized 10,000,000 0.001000000000 Page 1 of 1, records 1 to 1 of 1

3/3/2020 Nevada eSOS Number of No Par Value Shares: 0 Total Authorized Capital: 10,000

3/3/2020 Detail by Entity Name Divistom of CORPORATIONS

rly □□□ & Drvaion of SIE NE Corror ations gst, an afficial Stouts of Florkda vo Dunarimentof Siate / Division of Comoralions / Search Reconis / Detail By Document Number / Detail by Entity Name Fiorida Profit Corporation CUBERA MANAGEMENT, INC. Filing information Document Number P17000056779 FEVEIN Number 82-2075951 Date Filed 06/30/2017 Effective Date 06/28/2017 State FL Status ACTIVE Last Event AMENDMENT AND NAME CHANGE Event Date Filed 10/29/2019 Event Effective Date 10/29/2019 Principal Address 78 SW 7th Street Suite 09-149 MIAMI, FL 33130 Changed: 10/29/2019 Mailing Address 78 SW 7th Street Suite 09-149 MIAMI, FL 33130 Changed: 10/29/2019 Registered Agent Name & Address GEOGHEGAN, MARK 78 SW 7th Street Suite 09-149 MIAMI, FL 33130 Name Changed: 10/16/2018 Address Changed: 10/16/2018 EXHIBIT G Officer/Diractor Detail Name & Address

3/3/2020 Detail by Entity Name Title CEO BLAND, DANIEL 5535 PEREGRINE WAY BLAINE, WA 98230 Tile CFO GEOGHEGAN, MARK 7000 ISLAND BLVD. SUITE 212 AVENTURA, FL 33160 Tile Chairman Amelio, Gil, Dr. 5940 Lake Geneva Drive Reno, NV 89511 Annual Reports Report Year Filed Date 2018 10/16/2018 2019 10/23/2019 2019 11/14/2019 Document Images 10/79/2019 - Amendmeotand Name Change View tage in POF format 10/16/2018 -- REINSTATEMENT

Electronic Articles of Incorporation —_-—P14990056779 For June 30, 2017 Sec. Of State tscott SBARZ TECHNOLOGY HOLDINGS INC.

The undersigned incorporator, for the purpose of forming a Florida profil corporation, hereby adopts the following Articles of Incorporation: Article I The name of the corporation is: SBARZ TECHNOLOGY HOLDINGS INC.

Article I The principal place of business address: 1805 N. CARSON STREET SUITE X& CARSON CITY. NV. US 89701 The nailing address of the corporation is: 801 BRICKELL AVE. 9TH FLOOR MIAMI, FL. US 33131 Article III The purpose for which this corporation is organized is: ANY AND ALL LAWFUL BUSINESS.

Article [V The number of shares the corporation is authorized to issue is: 600,000,000 Article V The name and Florida strect address of the registered agent is: MARK GEOGHEGAN 801 BRICKELL AVE. 9TH FLOOR MIAMI, FL. 3313] ] certify that ] am familiar with and accept the responsibilities of registered agent. Registered Agent Signature: MARK GEOGHEGAN EXHIBIT H

P17000056779 2017 “4 une Article VI Sec. Of State ‘The name and address of the incorporator is: tscott MARK GEOGHEGAN 801 BRICKELL AVE. 9TH FLOOR MIAML FL 33131 Electronic Signature of Incorporator: MARK GEOGHEGAN | am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are (ruc. Tam aware that false information submitted in a document 10 the Department of State constitutes a third degrec Ielony as provided for in s.817.155, T.8. understand the requirement to file an annual report between January Ist and May Ist in the calendar year following formation of this corporation and every year thereafter to maintain “active" status. Article VII The initial officer(s) and/or director(s) of the corporation is/are: Title: CEO DANIEL BLAND 5535 PEREGRINE WAY BLAINE, WA. 98230 US Title: D MARK GEOGHEGAN 7000 ISLAND BLVD. SUITE 212 AVENTURA, FL. 33160 US Article VIII The effective date for this corporation shall be: 06/28/2017

Py 00005677

a fl IT Oe _— | | | | | i tH | | | | | j (Address} 900336367719 (Address) me SS = S ~ : oO Syn ~i ey (City/State/Zip/Phone #) Ro Man a oO □□□ ' rE □ [J eick.ue = [7] wast [_} mai : + ald foe □□□□□ ™ f° = (Business Enuty Name)

(Document Number)

Certified Copies Cenilicates of Status Es oS a □ = = mee Special Insuuctions to Filing Officer oe no □□ PD tes me a □□□ : FL - nh

Office Use Only EXHIBIT I

30 wh as ae - QW

FLORIDA FILING & SEARCH SERVICES, INC. P.O. BOX 10662 TALLAHASSEE, FL 32302 155 Office Plaza Dr Ste A Tallahassee FL 32301 PHONE: (800) 435-9371; FAX: (866) 860-8395

DATE: (0/29/19

NAME: SBARZ TECHNOLOGY HOLDINGS INC.

TYPE OF FILING: AMENDMENT

COST: §2.50

RETURN: CERTIFIED COPY AND GOOD STANDING PLEASE

ACCOUNT: FCA000000015

AUTHORIZATION: ABBIE/PAUL HODGE Oroceleck é

: a * COVER LETTER TO: Amendment Section Division of Corporations 5B I Idi : NAME OF CORPORATION: -/*R2 Technology Holdings Inc eee 70000: DOCUMENT NUMBER; Mi mous eee The enclosed Articles af Amendment and fce are submitted for filing. Please return all correspondence concerning this matter to the following: Mr. Mark Geoghegan eee Name of Contact Person SBARz Intemational, inc. eee Firm/ Company 78 SW 7th Street, Suite 09-149 eee Address Miami, Florida, 33130 Se City/ Suate and Zip Code mg@Sbarz.com E-mail address. (to be used for future annual feport notification) For further information concerning this matter, please call: Mark Geoghegan al 305 ) 900-8302 □ Ss Name of Contact Person Area Code & Daytime Telephone Number Enclosed is a check for the following amount made payabic to the Florida Department of State: © $35 Filing Fee O1843.75 Filing Fee & $43.75 Filing Fee & $52.50 Filing Fee Certificate of Status Certificd Copy Certificate of Status {Additional copy is Certified Copy enclosed) {Additional Copy is enclosed) Mailing Address Street Address Amendment Section Amendment Section Division of Corporations Division of Corporations P.O. Box 6327 Clifton Building Tallahassee, FL 32314 2661 Executive Center Circle Tallahassee, FL 32301

‘ 4 . □ ” Articles of Amendment la Articles of incorporation of SBARz Technology Holdings inc. (Name of Corporation as currently filed with the Florida Dept. of State) P17000056779 (Document Number of Corporation (if known) Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendments) to its Articles of Incorporation: A. amending name, enter the new name of the corporation: Cubera Management, Inc. The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.," or the designation “Corp,” “Inc,” or “Co”. A professional corporation nume must contain the word “chartered,” "professional association,” or the abhreviation “P.A.” i -14 B. Enter new principal office address, if applicable: 78 SW 7th Street, Suite 09-149 (Principal office address MUST BE A STREE TADDRESS ) Miami, Florida ee 33130 me “ & pos wD rr" S C. Enter new mailing address, if applicable: . a oO □□□ (Malling address MAY BE A POST OFFICE BOX) io ng □ — pt » Lo □□□ = . == □ - io : Fn er D. ]f amending the registered agent and/or registered office address in Florida, enter the name of the □ new registered agent aod/or the new registered office address; Name Registered Agent Name of New Regisiered Agent eee ee (Florida street address) New Registered Office Address: » Florida. (City) (Zip Cade)

New Registered Agent's Signature, if changing Registered Agent: ! hereby accept the appoiniment as registered agent fam familiar with and accept the abligations of the position.

Signature of New Registered Agent, if changing

Page I of 4

df amdoding the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added: (Attack additional sheets, if necessary) Please note the officerflirector title by the first letter of the office title: P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk: CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officerfdirector holds more than one title, list the first letter of cach office held, President, Treasurer, Director would be PTD, Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S, These should be nated as John Doe. PT as a Change, Mike Jones, V as Remove, and Sally Smith, S¥ as an Add. Example: X Change PT John Doe □□ ¥ Mike Jones _X Add™ sv Sally Smith Type of Action Title Name Address (Check One) 1) Change _ ee ee Add ee Remove 2) ___ Change —_— eee ee Add $$ Remove 3) ___ Change —_— ae a Add eee Remove 4) ____ Change —__.. ee a Add Remove 5) Change Add ee Remove 5) ____ Change —_ ——— oe Add Remove —__ Page 2 of 4

E. if amending or adding additional Articles, enter change(s) here: (Attach additional sheets, if, necessary), (Be specific) TT

TTT TTT sss a TTT TT TT

a

□

F. [fan amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contuined in the amendment itself: applicable, indicate N/A)

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TG October 29, 2019 date ofeach amendment(s) adoption: ————C—C_L if cother □□□□ the date this document was signed. October 29, 2019 Effective date if applicable: eee (no more than 90 days after amendment file date} Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document's effective date on the Department of State’s records. Adoption of Amendment(s) (CHECK ONE) C) The amendment(s) was/were adopted by the sharcholders. The number of votes cast for the umendment(s) by the sharchoiders was/wcre sufficient for approval, 1) The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vate separately an the amendment{s), “The number of votes cast for the amendment(s) was/were sufficient for approval by □□ (voting group) @ The amendmeni(s) was/were adopted by the board of directors without sharcholder action and shareholder action was not required. The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. October 29, 2019 Dated. Signature Zz Sanat {By a director, president or other officer — if directors or officers have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) Daniel Bland rr (Typed or printed name of person signing) CEO / Director (Title of person signing)

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2019 FLORIDA PROFIT CORPORATION AMENDED ANNUAL REPORT FILED DOCUMENT# P17000056779 Nov 14, 2019 Secretary of State Entity Name: CUBERA MANAGEMENT, INC. 5§929381287CC Current Principal Place of Business: 7B SW 7TH STREET SUITE 09-149 MIAMI, FL 33130 Current Mailing Address: 78 SW 7TH STREET SUITE 09-149 FL 33130 US FEI Number: 82-2075951 Certificate of Status Desired: No Name and Address of Current Registered Agent: GEOGHEGAN, MARK 78 SW 7TH STREET SUITE 09-149 MIAMI, FL 33130 US The above named entity submits this slatement for the purpose of changing its registered office or registered agent. of both, tt the State of Flonda SIGNATURE: MARK GEOGHEGAN 11/14/2019 Electronic Signalure of Registered Agent Date Officer/Director Detail : Title CEO Title CFO Name BLAND, DANIEL Name GEOGHEGAN, MARK Address 5535 PEREGRINE WAY Address 7000 ISLAND BLVD. SUITE 212 City-State-Zip: BLAINE WA 98230 City-State-2Zip. AVENTURA FL 33160 Title CHAIRMAN Name AMELIO, GIL DR. Address 5940 LAKE GENEVA DRIVE Cily-State-Zip: RENO NV 89511

| certify that the information indicated on this report or suppiameantal report is true and accurate and thal my eloctronic signature shall have the sane legal effect as if made under oath: fhat | am an officer or ditector of the corporation or the receiver or trustee empowered to executa this report as required b Chapter 607, Florida Statutes, and that my name appaars abové, att altachment with all other lke empowered. SIGNATURE: DANIEL BLAND CEO / DIRECTOR 11/14/2079 a cere Electronic Signature of Signing Officer/Director Detail Date

EXHIBIT J

Defendant (5Barz Intemational, Inc. Inc. (Nevada) (FL) —- previously 5Barz International, Inc.) Technology Holdings, Inc.* Date and State | 11/14/2008 12/17/2019 3/7/2016 As 5Barz Technology of Nevada Nevada Nevada Holdings, Inc. Incorporation 6/28/2017 Florida □□ | Date and State | 3/6/2014 Not registered in | of Florida Florida Registration in Another State Seber ENE, □□ □ Current Nevada Business Spring Valley Nevada Business Mark Geoghegan Registered Services Solutions, LLC Services 78 SW 7th Street, Suite 09- | Agent 1805 N. Carson 4955 S. Durango 1865 N. Carson 149, Miami, Florida 33130 | Street, Suite X, Dr., Ste. 165, Las Street, Suite X, Carson City, NV, Vegas, NV, 89113 Carson City, NV, 89701 89701 Individuals with Individuals with authority to act are authority to act are Ellen Ramsey and/or Elfen Ramsey and/or ss Clinton Reeves Clinton Reeves 5 he Current Nevada: Nevada: Nevada: Florida: Directors e Gil Amelio ¢ Gil Amelio e Daniel Bland e Gil Amelio e Daniel Bland Florida: e Samartha « Gil Amelio Nagabhushanam ® Daniel Bland Current Nevada: Nevada: Nevada: Florida: | Officers e Daniel Bland e Daniel Bland e Daniel Bland e Daniel Bland (CEO) | (president, (president) (president, © Mark Geoghegan (CFO) secretary, and secretary, and | treasurer) treasurer) Florida: /« Daniel Bland (CEO, CFO) _® Mark Geoghegan | (Director of Finance) een □□□ Current Nevada: Nevada: Nevada: address for 1805 N. Carson 78 SW 7th Street, Blaine, WA officers and Street, Suite X, Suite 09-149, directors Carson City. NV, Miami, Florida 89701 33130 Current Florida: Florida: principal place | 78 SW 7th Street, Ste. 78 SW 7th Street, Suite 09- of business 09-149 149, Miami, Florida 33130 and mailing Miami, Florida 33130 address cays Management, Inc. on □ _ 10/29/2019

2/25/2020 5BARz Intemational Inc. (fka BARZ): Have you not noticed that Cubera shares have ‘ny ¢ 1 Support: 888-992-3836 | NewsWire | Home | Login / Register

Join iHub today - FREE! Ppl rao |) CL (iis Boards Hot! Tools Crypto Streamer Level 2 bok | Tas a exTRADE Get Quote oe EXTRADE Hum | Search iHub □□ Take on the markets w/ confidence, E*TRADE's easy to use tools help make trading quicker & simpler it Or: Bits at ive Pi Rie eS elise eh) Home > Boards > US OTC > Delisted > SBARz International Inc. (fka BARZ) Have you not noticed that Cubera shares have Public Reply | Private Post New Msg Replies (1) | Next Reply | Keep | Last Read 10 | Previous | Next ameayt Sunday, 02/23/20 et aetosurl 10:22:28 PM Re: roguewave5 post# ; zerosum > fasesey aw | | 2088 ey Posts AAT Post # 2760 of 2761 mh, a, BoordsModerted 1 | | [Go| ah Alias Born O4neit3 eer i Have you not noticed that Cubera shares have a io shown up in your account? I'm shocked no one has lia PT posted anything about this yet. | own Sbarz 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.

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OK EXHIBIT L https /investorshub.advin. com/boards/read_msg.aspx?message_id=153977553 Vid

2/28/2020 5BARz International Inc. (fka BARZ): Thank you for the reply. That's encouraging news St Hh Support: 886-992-3836 | NewsWire | Home | Login / Register

Join iHub today - FREE! Weiter Boards Hot! Tools Crypto Streamer Level! 2 lExTRaDE, sone Get Quote a ExTRADE || Search iHub □□ The E*TRADE Mobile app: built for traders on the go i ao i a rei - 5 MF A Sra □□ 3 i i : | EXTRADE "\ | Reet Re EXTRADE: Openan Home > Boards > US OTC > Delisted > 5BARz Intemational Inc, (fka BARZ) Thank you for the reply. That’s encouraging news, Public Reply | Private Post New Msq Replies (1) | Next Reply | Keep | Last Read 10 | Previous | Next | ‘ Monday, 02/24/20 jp 4 | roguewave5 1108-42 AM Corey Dias CEO of Anfield... soquewaves- | | Re: Zerosum post# 2760 FolowedBy = Post # 2761 of Posis 227 Ra. hie 2764 | Go | | Atlas Gorn ~ DaRaAT -__.—— | Thank you for the reply. That's encouraging news, unfortunately I'm not seeing that in either of my 2 accounts yet. And I'm in about as deep as you are! But something else is definitely brewing, htips://nam10.safelinks. protection. outlook.com/? company cuberatech-india-private- limited*42FU29100KA2020PTC131958&data=02%7 C01%7C%7Cb22145317cdb4af8862a08d7b9425c2 7C0%7C6371815669654002 11 &sdata=OLRulsRDb R4cJPZ0IkkPFN3PeHAlUQOMWEmn8b0dmlg%3D& reserved=0

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2/28/2020 SBARz International Inc. (ka BARZ}: You probably don't recognize the shares. They We Support: 688-992-3836 | NewsWire | Home | Login / Register

Join iHub today - FREE! (Fa khat aie a ace Boards Hot! Tools Crypto Streamer Level 2 EXTRADE SO |Get Quote a exTRADE 9" | Search iHub e, Same Day Approval For Loans Against OTC Stock - We BUY blocks of OTC stock EXTRADE [=| || eye cath EXTRADE □□□□□ peepurt ee Wy Plasto) □□ Home > Boards > US OTC > Delisted > SBARz International Inc, (fka BARZ) You probably don't recognize the shares. They Public Reply | Private g Replies (1) | Next Reply | Keep | Last Read Post New Ms 10 | Previous | Next meat! Tuesday, 02/25/20 Di ait zerosum 06:28:08 PM ee Re: roguewave5 post# zerosum foloweasy "2b | | S284 Posts d80s|« | :~ Post # 2762 of Boards Moderated 1 {Go | eter ates: || 2764160 You probably don’t recagnize 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. | have/had BARZ in 3 different accounts and the shares showed up in all three. Anyway, hope that helps others. That link ts a great find! Nice digging roque, 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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2/28/2020 5BARz International Inc. (fka BARZ): You are correct Sir, now in one of We tf rs Support: 888-992-3836 | NewsWire | Home | Login / Register

Join iHub today - FREE! BH as Boards Hot! Tools Crypto Streamer Level 2 lexTRapE Senup Get Quote ey, exTRADE SPY || Search iHub □□ Seamlessly connect w/ the markets on the E*TRADE Mobile app 50 COMMISSIONS ave A ohhh, $0 COMMISSIONS EX¥TRADE | rere ws =)3°) EXTRADE Home > Boards > US OTC > Delisted > SBARz International Inc, (fka BARZ) You are correct Sir, now in one of Public Reply | Private Post New Msg Replies (1) | Next Reply | Keep | Last Read 10 | Previous | Next aw Tuesday, 02/25/20 ; fiel □□ a roguewaves 40:27:08 PM | Corey Dias CEO of Anfield.. __toguewaves | | Five zerosum past Followed By On Posts Post # 2763 of Boards Moderated 0 | | 9764 Go Alias Bom Ou23a47 : You are correct Sir, now in one of my accounts | see some Cubera shares, cusip ending with 3105. | The other account doesn't display the cusip number but there is a new Sbarz holding saying ‘XXX SUBMITTED FOR SPINOFF’, with a recent Corp Action transaction as of 01/29/2020.

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2/28/2020 5BARz International Inc. (fka BARZ): But it does look like a reverse split YAyosty Is Support: 898-992-3836 | NewsWire | Home | Login / Register

Join iHub today - FREE! Cea oie Boards Hot! Tools Crypto Streamer Level 2 |EXTRADE Sap Get Quote | EXTRADE Spense| Search iHub □□□ Take on the markets w/ confidence. Start trading _at E*TRADE ee oe cx are □ SOCOMMIsSIONS =| cae Behlurien □ Openan| : ! adel a, el 12154) EX¥TRADE | bd aehted | TET TRADE Accaunt. | Home > Boards > US OTC > Delisted > SBARz Intemational Inc, (fka BARZ) But it does look like a reverse split Public Reply | Private . Reply |Keep|LastRead PosiNew Msg Previous | Next Tuesday, 02/25/20 ee i & foguewave5 40:31:34 PM | i ~ Re: roguewave5 post | eat Ah roguewaves sia aden Feiowessy 0 «| | 2088 | ce Pots aT Post # 2764 of Boards Mederaied 0 | | 2764/ Go Alias Bom OZ? = J + But it does look like a reverse split of 1:13, stilt, better than nothing

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