Background
QGEN, as we've postulated -well, more than postulated, we've extensively documented it - is a company that burns the dividends generated by BTU Power Company (dividends that rightfully belong to Qatar Investment Authority, Qatar National Bank, Dubai Islamic Bank, etc.) and generates ZERO revenues and has ZERO assets (in operation or in construction or in permitting phase, or in anything.
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Gen = 0 (ZERO)
[Apologies, our graphics department is non-existent. Even if we had one, it could never compete with Wael Al Mazeedi's fantastic, ever-faithful duo of Judy Whipple and Brad Dillman.]
BTU Ventures, Inc.,
BTU Industries Holdings USA, Inc.,
Plaintiffs
v.
Martin Betancourt,
Defendant/Third Party Plaintiff
v.
Wael Almazeedi, BTU Ventures, Inc.
Third-Party Defendants
DEFENDANT, MARTIN BETANCOURT’S RESPONSE TO PLAINTIFF/ THIRD
PARTY DEFENDANTS’ STATEMENT OF UNDISPUTED MATERIAL FACTS IN
SUPPORT OF MOTION FOR SUMMARY JUDGMENT AND STATEMENT OF
DISPUTED MATERIAL FACTS IN OPPOSITION TO PLAINTIFFS’MOTION FOR
SUMMARY JUDGMENT
PARTY DEFENDANTS’ STATEMENT OF UNDISPUTED MATERIAL FACTS IN
SUPPORT OF MOTION FOR SUMMARY JUDGMENT AND STATEMENT OF
DISPUTED MATERIAL FACTS IN OPPOSITION TO PLAINTIFFS’MOTION FOR
SUMMARY JUDGMENT
Excerpt from Deposition of Wael Almazeedi: June 30, 2011
It's clear from the statements below that QGEN has been nothing more than another vehicle for Wael to keep burning the BTU Power Company investors' money:
Q. And what were some of the things, if you can recall, did you tell Mr. Betancourt about BTU?Petition by Qatar Investment Authority to the Grand Court of the Cayman Islands to Wind-Up BTU Power Company: November 11, 2011
A. ... in fact, he was not hired for BTU. He was hired to help me with drafting a business plan for a NewCo -- we didn't have a name at the time -- and a financial model. It was his financial modeling expertise that got him in the room with me, because we needed a financial modeler to help with a financial model for NewCo. It was NewCo at the time. We didn't have a name.
Q. That was an entity that you were –
A. Contemplating to establish.
Q. Contemplating?
A. Yes.
Q. And that would be transfer of the assets from the Power Company to NewCo?
A. No. The key element is a share exchange between the investors in Power Company with -- exchange of their shares in the BTU Power Company with newly issued shares in NewCo, and we needed the business plan for NewCo.
Q. To give to the investors so they could look at it and say yes or no to what you were proposing?
A. Partly to give to the investors, but we needed to create a new company. Part of it was for investors, part of it was we needed to create a new company.
Q. At the time you were meeting with him in 2007, he was to work for which entity or entities?
A. Industries USA was not formed at the time, so a couple of the -- the first couple of months he was working for Ventures. Then we moved his payroll into Industries.
Q. What is NewCo?
A. It's now QGen.
Q. So the other entity in the lawsuit is BTU Industries Holdings USA Incorporated.
A. Yeah.
Q. What is that?
A. It's an entity that was formed exclusively to assist with a business plan for a new company that would help the BTU Power Company, the private equity fund, to transition into a corporate structure.
Q. So the purpose behind this company, BTU Industries Holdings USA, Inc. was something to do with transforming the private equity of BTU Power into what, a corporate structure?
A. It was to prepare a business plan and a financial model for a new entity to be formed, which would assist the investors in the BTU Power Company transition into a corporate structure.
Q. So go from a private equity structure to a corporate structure?
A. Correct.
Q. Is there another entity that you're working on or with called QGen, Q-G-E-N?
A. That's the new business plan that BTU Industries Holdings USA has been preparing.
Q. So this is a new business model that is being worked on?
A. That's correct.
Q. Whether it happens remains to be seen?
A. Whether QGen happens remains to be seen, subject to investor approvals.
"In or about late 2008 and continuing through 2010 and 2011, Almazeedi, acting in his capacity as the sole director of the Company, proposed a share redemption transaction to the Preference Shareholders that would transfer all of the Company's assets to a newly formed Cayman Islands company, QGEN, and issue new equity interests in QGEN to the Preference Shareholders and/or purchase the Preference Shares of those investors wishing to exit the fund (the "Proposed Share Redemption"). Significantly, QGEN was formed, and is owned or controlled, by Almazeedi, who is also the Chairman and CEO of QGEN. Thus, in offering the Proposed Share Redemption, it appears that Almazeedi had, and continues to have, a conflict of interest because he stands to materially benefit from the proposed transaction personally."
"Almazeedi has also alleged that he incurred approximately US$12 - 15m in costs and expenses in connection with preparing the Proposed Share Redemption and certain other reorganisation alternatives and has indicated that he expects those costs to be borne by the Company. However, the Petitioners never agreed to bear any costs in connection with any share redemption or other restructuring transaction, particularly any transaction involving Almazeedi forming his own company to personally benefit from such a transaction. Nor are the Petitioners aware of any other authorisation for Almazeedi to incur such costs in connection with any reorganisation of the Company. Furthermore, as Almazeedi has acknowledged, his actions in connection with the Proposed Share Redemption were not provided for under the Constituent Documents and were outside the scope of the Manager's authority."
"Since the inception of the Company, the Manager and Almazeedi have distributed to the Petitioners only US$576,000 in dividends (despite the Company's underlying assets generating substantial earnings during that time). In stark contrast during this time the
Manager and Almazeedi have apparently: spent Company funds in an amount of approximately US$12- $15m on expenses relating to an exit or restructuring of the Company; and
borrowed an additional US$9.3m from the Company."
"Petitioners and the Supporting Preference Shareholders - the principal economic stakeholders in the Company - have been oppressed, disregarded and/or undermined such that it would be unjust and inequitable for them to be forced to remain as members in the Company or to be forcibly redeemed upon the terms proferred:"
Wael Almazeedi's new btufacts.org web page states the following:
"We will strive to continue to realize positive returns to all our investors..."
Recommendation for Wael
Wael, just give them their money back. Given the amount of their money you've burned, without their approval, and the negative (laughable) results you've generated.... just go away.
- The pretense is over. No more announcements about "landmark events for the energy industry" that are just self-inflated PR announcements for the Hybrid Energy Consortium's illusory existence.
- No more signing-on as a "Title Sponsor" for the MIT Energy Conferences where you have to pay 10s, 100s? of thousands of dollars to post the name of your fake company on MIT's conference materials
- Again, no more of you showing up at "industry" conferences as an "industry expert" when you actually had to pay to get in and get a seat at the table
- Investors in BTU Power Company never gave you the green light to travel first class all over the world, stay at the Ritz Carlton, buy a new Porsche Cayenne, or buy iPads, or new office space to "build" QlownGEN.
YOUR PRINCIPAL CALLING CARD: "Entrepreneur of the Year 2006, New England Region, Energy Category"... bought with the eager (salivating) cooperation of Wilmer "voluminous" Hale... That is your legacy to the energy industry... won't even get a footnote anywhere (except in the legal journals).
Extra, Extra...
FATE Consortium website has been "updated" with more self-aggrandizing (somewhat delusional and certainly factually incorrect statements - we'll show that soon with proper cross-references). Also, according to the Qatar Investment Authority you can put $100s of millions into Wael Almazeedi's "Ventures" and get pennies on the dollar in return after a decade.from the FATE Consortium section - THE FOUNDER: Wael Almazeedi, the "Visionary"
[note: Merriam Webster's 11th Collegiate Dictionary lists the following as the main entry for "visionary" Wael. Judy Whipple is slipping... you better find yourself a better wordsmith (she's probably still OK at graphics, together with Brad Dillman - especially when you take a Microsoft Excel Graph/Chart and have Brad and Judy superimpose a recreated PowerPoint graphic on top of it.... meaning, none of what you've ever presented was real... just line segments put together by your "Get Me Graphics!!! department). BTW, get Richard A. Johnston, your loyal defender from WilmerHale a new thesaurus.]
1 a : of the nature of a vision : ILLUSORY b : incapable of being realized or achieved : UTOPIAN *a visionary scheme* c : existing only in imagination : UNREAL
Recommendation for QGENites
There
is a new Star Wars-like Flash Video for qgenenergy.com and/or
qgenindustries.com. Same old BS, except for more B-movie Hollywood-type visual effects. No doubt, thousands of
dollars were spent on it and only Wael and Mitsue will continue to view on a daily basis in the future.“At QGEN, our innovative hybrid configurations for energy production are spearheading the transition to a new industrial revolution,” said QGEN's founder
Might want to think about the representations you make on behalf of Dear Leader, Wael. You'd be surprised how many people are actually paying attention to what you say (e.g Victorville).
12 comments:
BLOGGER:
Why haven't YOU called the news about all this great information on this blog?
eMail: newstips@whdh.com, or call us at 1-800-280-TIPS. If you call Channel 7 news tip line. Give them the EXCLUSIVE STORY! I know a few reports that would love to follow people around. BAD PRESS FOR MIT!!! Means people would love it.
And call Lexington Minuteman local paper to share this blog.
That looks very strange... Alex U's LinkedIn information.
I think it is funny that Mr. Ucciferri is the "Controller" but doesn't know how to writer where he works.
Look above. It is so funny. What jokers!!!
LOL...
QGEN CONTROLLER = CLOWN
Why is there a CONTROLLER for QGEN???
They OWN NOTHING!
They have NO INVESTORS! PAST PRESENT OR FUTURE!
They HAVE NO INCOME!!!!
Did MIT get a call the other day from a Ch. 7 reporter.
Love the CLOWN GEN icon!
The TRUTH HURTS!
Keep it coming...
Don't apologize for your clown graphics. Excellent job recreating WAMO's likeness!
EXACTLY!!!!!!!!!
Keep them coming.
ClownGEN! And the joker is lost.
Mitsue is a fool. But I know she hide money, so good for her.
Investors are hovering, soon the news crews to arrive on her front yard.
I thought I seen Murphy at the Waltham Police station with a group of unmarked cars. There was a Lexington Police car there too.
Is something brewing?
I think you need your eyes checked Christina. Why make up stuff. Are you trying to freak out your old boss that FIRED you!
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