INDEX NO.

653207/2014

FILED: NEW YORK COUNTY CLERK 12/15/2014 02:59 PM

NYSCEF DOC. NO. 51

RECEIVED NYSCEF: 12/15/2014

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
KEVIN MILLIEN, individually and in his capacity as
shareholder of BOSTON TECHNOLOGIES, INC., a
Delaware Corporation,
: Index No. 653207/2014
Plaintiff
-againstGEORGE POPESCU, individually and in his capacity
as director of BOSTON TECHNOLOGIES, INC.,
CURRENCY MOUNTAIN HOLDINGS, LLC, a
Delaware limited liability company, FOREXWARE,
LLC, a Delaware limited liability company, and EMIL
ASSENTATO, individually and in his capacity as
controlling shareholder of CURRENCY MOUNTAIN
HOLDINGS, LLC,

AFFIDAVIT OF GEORGE POPESCU

IN OPPOSITION TO PLAINTIFF'S
MOTION FOR INJUNCTIVE
RELIEF

Defendants,
-andBOSTON TECHNOLOGIES, INC., a Delaware
Corporation,
Nominal Defendant.

STATE OF NEW YORK

ss:
COUNTY OF NEW YORK )
GEORGE POPESCU, hereby being duly sworn, deposes and says:
1.

I am the sole director and majority shareholder of Boston Technologies, Inc.

"BT"). I respectfully submit this Affidavit in Opposition to Plaintiff's Motion for Injunctive
Relief. I am fully familiar with the facts and circumstances set forth herein.

History of Boston Technologies, Inc. and its Affiliates

2.

I founded Boston Technologies, LLC, an entity organized under the laws of the

state of Delaware.
3.

Boston Technologies, LLC was succeeded by BT.

4.

BT is incorporated under the laws of the State of Delaware and has its principle

place of business in Boston, Massachusetts.

5.

BT supplies technological and staffing support to firms who trade in foreign

exchange markets.
6.

Since May 2014, I have been the sole director of BT.

7.

I currently own 63,000,001 of the total 132,684,852 outstanding shares of BT

(approximately 47.48%).
8.

I own 50% plus 1 share of BT's voting stock.

9.

Plaintiff, Kevin Millien ("Millien"), has no management authority or control over

BT or its assets.
10.

I was informed by Christian Frahm ("Frahm"), Chief Executive Officer of CHF

Group A/S, that Millien had sold his shares in BT to Frahm.

11.

Frahm informed me of his purchase of Millien's shares of BT in an email dated

July 15, 2014, a copy of which is attached hereto as Exhibit "A".

12.

The email attached hereto as Exhibit "A" contains excerpts from several purchase

agreements entered into by Frahm and Millien, including an agreement to sell all (63,000,000) of
Millien's shares in BT.

Non-Party BT Affiliates
13.

I am a director of BT Trading, Ltd. ("BT Trading"), an entity organized under the

laws of Belize.
14.

Millien is not currently a director of BT Trading.

15.

I am director of BT Prime, Ltd. ("BT Prime"), an entity organized under the laws

of the British Virgin Islands.

16.

Millien is not currently a director of BT Prime.

17.

I am a director of Boston Prime, Ltd. ("Boston Prime"), an entity organized under

the laws of England and Wales.

18.

Millien is not currently a director of Boston Prime.

19.

Both BT Prime and Boston Prime service business customers in the foreign

currency exchange industry.

20.

BT Prime and Boston Prime each maintain an inter-company agreement with BT

for the use BT's proprietary technology and support staff

21.

BT does not own or control BT Prime or Boston Prime.

Millien's Departure from BT

22.

Millien consistently ranked among the lowest performing sales people at BT.

23.

Millien engaged in multiple romantic relationships with female employees at BT.

24.

These romantic relationships led to interpersonal problems and damaged office

morale.
25.

In 2012, I grew increasingly dissatisfied with Millien's performance in his role at

BT and the effect his romantic relationships had on office morale.

26.

Accordingly, Millien was demoted from his position as Chief Operating Officer to

Chief Marketing Officer of BT.

27.

Based on those reasons, among others, I demanded that Millien resign from his

position at BT in June 2013.

28.

Millien refused and, on June 21, 2013, I terminated Millien from his position at

BT.
The Sale of Boston Technologies, Inc.
29.

In early 2014, BT was experiencing significant cash flow problems.

30.

These cash flow problems were based, primarily, on a substantial monthly payroll

and downturn in the volume of transactions from which revenue is generated.

31.

In April 2014, BT fell victim to a software "bug."

32.

The "bug" could have potentially bankrupted BT and its Affiliates.

33.

Primarily, the "bug" caused BT Prime to take improperly calculated and highly

unfavorable positions with respect to numerous global currencies.

34.

In the short period before the "bug" was discovered and during which BT's

employees worked to correct it, BT Prime lost almost $2 million dollars in customer funds.
35.

BT Prime also carried on its balance sheets unfavorable positions that presented

the potential of additional liability in excess of $2 to $4 million dollars if the positions were
called in.
36.

If the positions held by BT Prime were called in, BT would likely face

insolvency.
37.

In total, the software "bug" created potentially liabilities of $4 to $6 million on

the balance sheet of BT Prime.

38.

Based in part on the exposure created by the "bug," BT and its Affiliates were

informed that broker they had used to facilitate their foreign exchange transactions planned to
withdraw from its relationship with BT and its Affiliates.
39.

Withdrawal of the broker would effectively stop all foreign exchange trading by

BT Prime and Boston Prime, the main revenue stream for BT.
The BT-CM Transaction
40.

After the incident with the software "bug," I entertained bids from parties

interested in acquiring the assets of BT and its Affiliates as part of a "fire sale."
41.

I received a purported bid from Millien to buy BT and its Affiliates in February or

March 2014.
42.

This bid was made before the devastating software malfunction occurred.

43.

Millien never demonstrated his genuine intent or capacity to follow through with

the offer.
44.

Forexware, a wholly owned subsidiary of CM, emerged as the front runner of

potential suitors because, inter alia: its demonstrated interest in the transaction; its ability to
assume the millions of dollars of potential liability carried on BT Prime's balance sheet; its
affiliation with a broker who would allow BT Prime and Boston Prime to continue to trade and
retain customers; and its ability to close the transaction quickly which would avoid injury to
BT's reputation in the industry and the likely departure of key employees.
45.

Due to BT's financial situation, Forexware initially offered $1.00 for all of the

assets of BT and its Affiliates.

46.

I was able to negotiate a purchase price of $1 million.

47.

This negotiation added substantial monetary component to the overall

consideration for the BT-CM Transaction.

48.

The BT-CM Transaction is comprised of two stages and is memorialized in the

Amended and Restated Purchase Agreement dated July 11, 2014.

49.

The first stage, or the transfer of the assets of BT to CM, closed on July 11, 2014.

50.

In exchange for its assets, BT received $250,000.

51.

Millien's share of these proceeds, less legal fees and other administrative costs,

can be made available.

52.

The second stage of the Transaction has not been scheduled.

53.

The second stage of the Transaction is effectively enjoined pending the outcome

of the action filed by Millien before the Supreme Court of Belize.

54.

When the second stage of the transaction closes, BT stands to receive an

additional $750,000.
55.

Millien may receive at least $50,000, if the second closing occurs and certain

closing conditions are met.

56.

Part of the second stage of the Transaction is the transfer of liability from BT to

CM for the potential liabilities still outstanding on the balance sheet of BT Prime through various
indemnification provisions.
57.

The Transaction documents include a condition on each closing that no

Proceeding shall be pending or threatened before any Governmental Authority which would
prevent or inhibit the consummation of the transaction."
58.

Certain obligations in the Transaction are also conditioned on the production of

"release agreements... duly executed by Kevin

Removal of Millien from BT Trading

59.

Millien was duly notified of all director meetings of BT Trading.

60.

Millien was duly notified of the meeting at which additional shares of BT Trading

were duly authorized but which Millien did not attend.

61.

Upon the expansion of BT Trading after the authorization of additional shares,

Millien was removed as a director.

62.

Since leaving BT, Millien may have made efforts to sell his stock in BT and may

have succeeded in doing so.

63.

I am unaware of how Millien stock may have been sold, pledged or otherwise

transferred.

Dated: December 11, 2014

New York, New York

George Pop
u C

Sworn to before me this

th day of f1 es lier, 2014

Public

Heather Wrenn
Notary NPublic, State of ew York
14
o. 01 WR61346N
Qualified in Queens County
Commission Expires October 3, 20 _LI,