‘Platform error’ blamed in sending BTC to Quadriga’s dead CEO’s cold wallet

Screen Shot 2019-02-21 at 3.02.45 AMThe 104 bitcoin (worth $468,675 CAD) that Canadian crypto exchange QuadrigaCX “inadvertently” sent to its dead CEO’s cold wallets on February 6—a day after the company filed for creditor protection—was due to a “platform setting error.”

Ernst & Young (EY), the court-appointed monitor in Quadriga’s Companies’ Creditors Arrangement Act (CCAA), included that news in its second report, released on February 20. At least now we know that the money wasn’t sent by somebody clumsily pushing a wrong button. Still, that single automated maneuver wiped out half the funds in Quadriga’s hot wallets.

The rest of the hot wallet funds, worth $434,068 CAD, are now safe from Quadriga. EY transferred the coins into cold wallets that it controls on February 14. Those funds include 51 bitcoin, 33 bitcoin cash, 2,032 bitcoin gold, 822 litecoin, and 951 ether. Of course, all this is a mere drop in the bucket compared to the $250 million CAD owed to Quadriga’s 115,000 creditors. And most of the funds are presumably lost forever.

Other news in EY’s report: As you recall, Quadriga elected a new board following the death of its CEO Gerald Cotten on December 9. The new directors included Cotten’s widow Jennifer Robertson, her stepfather Thomas Beazley and a man named Jack Martel, who nobody knew too much about. Apparently, Martel has stepped down.

But the real story here is that more money is urgently needed to fund the Quadriga CCAA process. Robertson put up $300,000 CAD to initiate the process. And since January, EY and Stewart McKelvey, the law firm working on behalf of Quadriga, have burned through nearly all of it.

Additional money, both for the CCAA process and for Quadriga creditors, will come from Quadriga’s payment processors—once the bank drafts are collected and signed over to EY, and EY can get a bank to accept the drafts, which is no easy thing to do. Banks just don’t seem to want to touch this money. 

Quadriga had no company bank accounts. Instead, it managed all of its fiat money via a complicated patchwork of third-party payment processors. EY has asked nine of those payment processors to hand over any funds they are still holding. 

Costodian, a company created by payment processor Billerfy specifically to manage Quadriga’s funds, is holding $26 million CAD in bank drafts. After the Canadian Imperial Bank of Commerce froze those funds in January 2018, the Ontario Superior Court of Justice took control of that money, and in December, the court released the funds back to Costodian in the form of bank drafts issued by the Bank of Montreal (BOM).

According to EY, Costodian has released four BOM bank drafts totaling $20 million. And  it is waiting for a court order before releasing two other bank drafts.

One of those is for roughly $70,000 USD. These are personal funds belonging to Costodian’s principal Jose Reyes. EY has determined that those funds do indeed belong to Reyes, but he still needs to sign the check over to EY for disbursement.

The other Custodian BOM bank draft is for $5 million CAD. Of these funds, Custodian claims that $61,000 CAD also represent Reyes’ personal funds. And that $778,000 CAD is due to Custodian in unpaid processing fees.

Quadriga creditors don’t agree that Costodian should be paid these fees. Rightfully so. Most of their money is gone, so why should Costodian get paid in full? To resolve the issue, EY notes that “a separate dispute resolution mechanism will be required during the course of these CCAA proceedings.”

In addition, Stewart McKelvey is holding 1,004 in bulk drafts totaling $6 million. These drafts were issued to 1009926 BC LTD, a payment processor run by a former Quadriga contractor. The problem is this: 1009926 BC LTD was dissolved in January 2018 for failure to file an annual report, so EY is looking to potentially restore the company.

EY is also negotiating with the Royal Bank of Canada (RBC), where it hopes to open accounts to deposit all of these checks. RBC, however, is proceeding slowly and with caution. According to EY, “a stranger to the CCAA proceedings, RBC has expressed hesitation to accept and disburse the BMO drafts, bulk drafts and future amounts, without direction and relief from the court.”

A hearing is scheduled for February 22 to give direction to the banks and to third-party payment processors, so the funds can be freed up.

After that, another hearing is scheduled for March 5 in Halifax, where angry Quadriga creditors are looking to stage a protestThey are urging the court to discontinue the CCAA proceedings and instead launch a criminal probe into Quadriga.  

Update (February 21, 12:30 ET): I made some changes to clarify the amount of personal funds that Custodian principal Jose Reyes claims belong to him in two BOM bank drafts.

Two law firms appointed to represent QuadrigaCX creditors

Screen Shot 2019-02-19 at 7.31.36 PMQuadrigaCX creditors now have a legal team to represent them in the crypto exchange’s Companies’ Creditors Arrangement Act (CCAA) proceedings.

Nova Scotia Supreme Court Judge Michael Wood appointed law firms Miller Thomson and Cox & Palmer to represent the more than 115,000 Quadriga creditors, who are owed a total of $250 million CAD. Most of that money— $180.5 million CAD—is stuck in cold wallets after the company’s CEO died in India. He was the only one who held the keys.  

To offer some background, a CCAA is a federal law in Canada that gives insolvent companies, such as Quadriga, time to restructure themselves and come up with a so-called plan of arrangement. It is not quite like a bankruptcy. A company can still operate and pay its employees during the proceedings.  

When Quadriga was granted creditor protection on February 5, the judge issued a 30-day stay, to keep any lawsuits at bay. The court also appointed Ernst & Young as a monitor to oversee Quadriga’s business and help Quadriga put together its plan of arrangement.

If that plan is accepted by the court and the creditors, Quadriga users will likely be able to recoup some of their losses more expediently. If the plan is rejected, the stay will be lifted, and creditors can forge ahead with their lawsuits.

In the case of Quadriga, because there are so many creditors, the court felt it appropriate to find them legal representation. Three teams of lawyer vied for that position on February 12. Justice Wood reviewed their credentials and made his final decision today.

In his ruling, he explained that he chose Miller Thompson/Cox & Palmer because both firms have extensive insolvency experience. In the coming weeks, Cox and Palmer, which has an office in Halifax, will take the lead on the civil procedure and court appearances, while Miller Thompson, which is headquartered in Toronto, will handle “project management, communication and cryptocurrencies.”  

The judge noted in his ruling that the firms’ proposal was “thought out carefully with a view to minimizing costs.” The team proposed an initial $250,000 cap on fees. They also said that they would communicate with creditors via social media, and that they would advocate for user privacy, something Quadriga users indicated was important to them. 

Appointing a representative counsel and a stakeholder representative committee in complex CCAA proceedings is not unusual, the judge said. Such measures are usually undertaken when the group of stakeholders is large and without representation, many of them would struggle to effectively participate in the CCAA proceedings.

He also agreed with Quadriga’s lawyer Maurice Chiasson and others that assembling a committee of users to represent the broader group of creditors was something that needed to happen quickly.

“The anecdotal evidence at the hearing is that many people are extremely upset, angry and concerned about dishonest and fraudulent activity,” he wrote. “There are reports of death threats being made to people associated with the applicants. All parties agree that this user group needs representation as soon as possible.”

Quadriga’s stay of proceedings expires on March 7. A hearing is planned for March 5 to update the court on what progress Quadriga and its monitor Ernst & Young have made.

Update: According to an email Ernst & Young sent to creditors, Quadriga will, in fact, seek to extend the stay of proceedings. The monitor writes that “the stay of proceedings may be extended for any period that the Court deems appropriate. There is no standard timeframe for the completion of proceedings under the CCAA.”

Ernst & Young is posting updates to the CCAA proceedings on its website.

How the hell did we get here? A timeline of Quadriga events

Screen Shot 2019-02-10 at 4.24.27 PM

QuadrigaCX, the largest cryptocurrency exchange in Canada, has gone belly up, leaving 115,000 of its customers and all of Canada wondering, “What the hell just happened?”

Some $180 million CAD worth of crypto seemingly vanished when Gerald Cotten, the founder of the exchange, died in India at the age of 30, taking with him the keys to the exchange’s offline cold wallets—which, for Quadriga customers, essentially translates into “all of your money is gone.” The exchange’s customers are collectively owed $250 million CAD in both crypto and fiat.

As is often the case, it’s never a matter of what just happened. If you dig deep enough, you’ll find that the funny business—and there was plenty of it—started long ago.

I’ve cobbled together what I could find on Quadriga and assembled it into a timeline. But before we delve into that, let me introduce you to a few more characters.

Jennifer Robertson is Cotten’s widow, a woman he bequeathed all of his worldly belongings to shortly before his death. In addition to becoming the largest shareholder of Quadriga, she now owns a yacht, an airplane, and millions of dollars worth of property—assets that hordes of angry Quadriga customers feel they have a right to.  

And then there’s Quadriga co-founder Michael Patryn. Some people—actually, a lot of people—believe Patryn is convicted money launderer Omar Dhanani and that he changed his name to disguise his criminal past after the U.S. deported him back to Canada. I am not saying Patryn is Dhanani. I’ll leave you to draw your own conclusion. But I’d be remiss not to include Dhanani’s earlier dealings on my timeline.  

Also, a few words on how the exchange handled its banking. Quadriga had no corporate bank accounts. If you wanted to purchase crypto on the exchange, you would send your money to one of Quadriga’s payment processors via a bank wire, an Interac e-transfer or a bank draft. Once your fiat was received, your Quadriga account would then be credited with QuadrigaCX Bucks (archive), a digital stand in for Canadian dollars.   

According to the exchange’s website:

“All account fundings are considered to be purchases of QuadrigaCX Bucks. These are units that are used for the purposes of purchasing Bitcoin or other cryptocurrencies. QuadrigaCX Bucks are NOT Canadian Dollars. Any notation of $, CAD, or USD refers to an equivalent unit in QuadrigaCX Bucks, which exist for the sole purpose of buying and selling Bitcoin and other cryptocurrencies.

QuadrigaCX is NOT a financial institution, bank, credit union, trust, or deposit business. We DO NOT take Deposits. We exist solely for the purposes of buying and selling cryptocurrencies.”

Billerfy Labs, owned and operated by José Reyes, was one of Quadriga’s payment processors. Under a shell company called Costodian, Reyes set up accounts at Canadian Imperial Bank of Commerce (CIBC), one of the top banks in Canada. Quadriga customers would send their money to one of these accounts.  

When you wanted to redeem your Quad Bucks, you would send a request to Quadriga. The exchange would forward your request to Billerfy, which would then aggregate withdrawal requests before moving large sums of money (say, $100,000 CAD at a time) out of Costodian’s accounts at CIBC to an account held by Billerfy at another bank. And from there, Billerfy would then wire the funds directly to you.

In a nutshell, that is how Quadriga moved money. It is also how the exchange got itself into a sticky situation during the crypto boom period of 2017 to 2018 when millions of dollars began pouring into Billerfy/Costodian accounts at CIBC. Banks have to comply with strict anti-money-laundering (AML) policies. This makes them averse to anything that looks like, well, money laundering.   

And with that, our story actually begins a decade and a half ago.

Timeline

October 26, 2004 — The gig is up for Omar Dhanani. The 22-year-old is one of 28 people arrested in connection with Shadowcrew, an online bazaar trading in stolen credit and debit card numbers, bank account numbers and ID’s. These items were bought primarily with e-gold, a digital currency backed by gold and silver. Criminals were drawn to e-gold because it allowed them to transfer funds with little more than an email address. (Secret Service press release)

Working out of his home in Fountain Valley, California, Dhanani was a moderator on the Shadowcrew website. He also offered Shadowcrew members a money laundering service. Send him a Western Union (FDC) money order and, for a fee of 10% of a transaction, he would filter your money through e-gold accounts, adding another protective layer of anonymity to any purchases you planned to make.

On October 4, 2014, going by the moniker “Voleur” (French for thief), Dhanani boasted in a chat room that he moved between $40,000 and 100,000 a week.  

October 29, 2004 — After news of the Shadowcrew bust hits the streets, users on ponzi-promotion forum TalkGold begin discussing the possibility that “Patryn,” a prolific user on the forum, is actually Omar Dhanani. The majority of these ponzi schemes (a.k.a. high yield investment programs) accepted e-gold, which Dhanani processed for a fee.

E-gold was shut down in 2009, but it paved the way for other digital currencies, like Liberty Reserve, to come in and take its place in underground economies.

May 5, 2005 — In a 2005 forfeiture case, which appears to be related to his previous Shadowcrew arrest, Dhanani uses the alias “Omar Patryn.” Another claimant in that case is Nazmin Dhanani, a relative of Dhanani’s. (If you keep reading, Nazmin’s name will spring up again on this timeline in association with a “Michael Patryn.”)

November 18, 2005 — Dhanani pleads guilty to conspiracy to commit credit and bank card fraud and ID document fraud related to his Shadowcrew arrest a year earlier. (US. DOJ, Indictment, Wired) He is sentenced to 18 months in prison. (Globe and Mail)

August 9, 2006 — Dhanani, using the alias “Omar Patryn,” is arrested for driving under the influence. He gets two years’ probation and 13 days in jail. (Case summary)

May 23, 2007 — Dhanani is released from prison.

April 4, 2008 — After his deportation to Canada, Dhanani returns to doing what he does best: moving money. He registers Midas Gold Exchange (archive) in Alberta under “Omar Patryn.” Midas specializes in selling digital currencies, primarily Liberty Reserve.

Liberty Reserve was a Costa Rica-based private currency exchange with its own digital currency, LR. Users could buy LRs for $1 apiece and use them to pay anyone else who had a Liberty Reserve account. The system attracted scores of criminals, ultimately leading to Liberty Reserve being shut down in 2013. 

A number of Midas Gold Exchange customers are displeased with Dhanani/Patryn’s level of service. They register their grievances on Complaints.com.

October 22, 2009 — “Michael Patryn,” registers MPD Advertising Inc in Vancouver. Nazmin Dhanani is also listed as an officer of the company. (If you recall, the name Nazmin appeared earlier in this timeline in association with “Omar Patryn.”) MPD dissolves on August 18, 2013. (Companies of Canada)

May 27, 2013 — Liberty Reserve is shut down by the US government, and its founder is arrested for running a massive money laundering enterprise. (DOJ)

August 21, 2013 — Michael Patryn and Lovie Horner register World BJJ Corporation in Vancouver. (Government of Canada.) Horner later becomes a Quadriga shareholder. This shows that she had an established relationship with Patryn. 

October 31, 2013 — The final curtain descends on Liberty Reserve when its co-founder pleads guilty to money laundering and operating an unlicensed money transmitter business. (DOJ.) But by now, a new digital currency is starting to make headlines. And unlike e-gold and LR, bitcoin is decentralized, meaning no central party controls it.   

November 4, 2013 — QuadrigaCX is incorporated in British Columbia. Michael Patryn is a co-founder along with Gerald Cotten, 25. (Affidavit.) One of the big stumbling blocks bitcoin exchanges face in Canada is getting banking. 

Cotten later tells Decentral Talk Live:

“If you recall, back in the summer of 2013, there really weren’t many options here in Canada for people to buy and sell bitcoins…There was one exchange [Cavirtex] that was pretty much leading the pack….and then, other than that, you pretty much had to send a wire over to Japan [a reference to now-defunct bitcoin exchange Mt. Gox], if you wanted to buy Bitcoin…. You couldn’t hook up your bank account anywhere, it was just such a challenge.”

December 23, 2013 — Just before it launches, Quadriga registers as a money services business with FINTRAC, the main supervisory body that oversees and regulates Canada’s financial services industry. Apparently, it is the first bitcoin exchange in Canada to do so.

According to Bitcoin Magazine, “While it isn’t strictly required by law, such registration is perceived by banks as a sign of legitimacy, and registration has minimized the number of banking issues [Quadriga] has had to face.”  

December 26, 2013 — QuadrigaCX launches in beta with a staff of five. Website architect Alex Hanin continues to oversee maintenance of the platform via Connect Development Ltd, a business registered in the U.K. (The Georgia Straight)

January 30, 2014 — Boasting 1,000 users, QuadrigaCX moves out of beta. The exchange is set to add dogecoin and litecoin on top of bitcoin, which it already lists. In addition, Quadriga launches Canada’s second Bitcoin ATM, where users can exchange cash for bitcoins. The plan is to open Bitcoin ATMs all over Canada. (The Georgia Straight)

April 17, 2014 — Despite Michael Patryn’s links to money launderer and convicted fraudster Omar Dhanani, Bitcoin maximalist (meaning someone who promotes bitcoin) Francis Pouliot nominates Patryn to the Bitcoin Foundation, a nonprofit advocating the use and development of Bitcoin. Patryn even makes the final candidate list.

May 14, 2014 — In another bank workaround, Quadriga announces that it will accept gold. Users can deposit or withdraw funds from their accounts in gold bullion. Patryn tells Bitcoin Magazine: “As we have a great deal of past experience with gold trading, it was not a particularly large leap to enable XBT/XAU trades on our website.”  

Accepting gold means that Quadriga has to actually store the gold. Bitcoin Magazine appears convinced Quadriga is up to the task. The pub writes:

“Anything can be lost or stolen, of course, but QuadrigaCX is big on security. Nobody wants their funds gambled on a fractional reserve system, so all deposits are backed by gold held in their vault, which the directors have years of experience storing and securing. Full details on their storage system are obviously unavailable, but their known security measures are comforting: their office itself lies behind a barred entrance, and neighbors the office of their security company.” [Emphasis mine.]

October 6, 2014Whiteside Capital Corporation, a shell company linked to Quadriga, is incorporated in British Columbia. As a holding company, it has no employees or contractors. (Affidavit)

November 12, 2014 — Ancetera Networks LTC., another shell company linked to Quadriga, is incorporated in British Columbia. Since the company’s only  purpose is to hold shares, it also has no employees or contractors. (Affidavit)

January 26, 2015 — Ancetera Networks changes its name to Fintech Solutions. (BC Laws). Lovie Horner is listed as an executive (Bloomberg). Anthony Milewski, William Filtness, and Natasha Tsai, are also directors. (Business Wire)

Fintech Solutions holds a total of 40,748,300 shares. Of these, Cotten holds 16,800,000 shares (41.2%); Lovie Horner owns 4,200,000 shares (10.3%); and Crypto Group, a Hong Kong Company, of which Patryn is the sole director, owns 7,095,000 shares (17.4%). (Affidavit)

January 31, 2015 — Despite the positive media coverage, Quadriga is actually struggling to make ends meet. According to a prospectus filed this year, the trading platform pulled in a mere $22,168 CAD in revenue during the three-month period ending January 31, 2015. The company’s net loss for the period was almost $90,000 CAD. (Globe and Mail)

February 2015 — Unable to grow the company organically, Cotten and Patryn come up with a plan to take Quadriga public. Towards that end, the pair raise $850,000 CAD in capital from Canadian brokerage houses Haywood Securities, Jordan Capital Markets, PI Financial and Wolverton Securities.  

February 5, 2015 — According to a listing in S&P Global, Lovie Horner joins Quadriga as VP of business development. She has a background in fashion design.  

February 23, 2015 — Two of Canada’s biggest crypto exchanges shutter, making Quadriga the biggest crypto exchange in Canada. Vault of Satoshi turned off its lights on February 17, and now Cavirtex says it plans to wind down. (Bitcoin Magazine

March 3, 2015 – Quadriga officially announces its plans to go public in a reverse takeover of Whiteside Capital, the shell company it set up back in October.

In an episode of the #BlockTalk podcast, Patryn explains that a reverse takeover will eliminate the paperwork involved with getting listed the usual way—via an IPO. The exchange is set to trade under “Quadriga Fintech Solutions.” Public trading is expected to commence with the Canadian Securities Exchange (CSE) by early April.

Quadriga also boasts it will undergo a full financial audit by Wolrige Mahon LLP“We’re excited to be able to provide an unparalleled level of transparency by merging legacy financial audits with innovative blockchain technology,” Cotten tells Bitcoin Magazine.

But after the big announcement, things go directly downhill. Quadriga burns through all of its investment capital, and Patryn brings a lawsuit against Robert Lawrence, the Vancouver businessman he and Cotten enlisted to help them take the company public.

Globe and Mail, which reviewed the court documents, writes:

“In Mr. Patryn’s telling, Mr. Lawrence failed to perform his duties properly and the company was never able to list. Mr. Lawrence raised a total of $850,000, of which $150,000 came from Mr. Patryn. But by June, 2015, the company had run out of money and lost 45 percent of its market share, according to Mr. Patryn’s statement of claim. Mr. Patryn said much of the money had to be spent correcting the “poor quality” of Mr. Lawrence’s work. Investors pitched in another $600,000, including $200,000 from Mr. Patryn, to keep the company from failing.

By February, 2016, Quadriga gave up on its plans to list and severed its relationship with Mr. Patryn, he said in court documents, owing to his perceived association with Mr. Lawrence. “News of his termination from QCX has materially and negatively affected his ability to secure similar work in the financial technology industry,” Mr. Patryn’s statement of claim read.

In a response, Mr. Lawrence denied the allegations and said Mr. Patryn approached him, not the other way around. Moreover, Quadriga’s failure was its own fault – and Mr. Patryn was the company’s “controlling mind,” he asserted. (Mr. Cotten is scarcely mentioned in the lawsuit.) Mr. Lawrence sought to have it dismissed. No filings have been made in the case since 2016. Mr. Lawrence could not be reached for comment.”

April 16, 2015 — With great enthusiasm, Quadriga renews its plans to install Bitcoin ATMs across Canada. According to Buying Bitcoin, “These new BitXATM machines also will be modified to allow for direct cash deposits and withdrawals from customers’ QuadrigaCX balances.” But like many of Quadriga’s plans, none of this actually happens. 

[Where did Quadriga put all that cash if it had no banking? Read my update Quadriga, Quadriga, Quadriga, which talks about how some Quadriga customers claim to have been receiving withdrawals in the form of actual boxes of cash delivered to their door.]

September 29, 2015 — According to SEDAR, Quadriga publishes its last “certification of interim filings.” In other words, its last financial audit.    

November 12, 2015 — Quadriga announces the formation of a blockchain R&D lab—Canada’s first! However, like past Quadriga projects, this one is long on hot air and short on follow through. According to the press release, the lab’s first task is to develop a “platform with two core functions: handling the onboarding and client data management for financial crime systems using the Blockchain and facilitating machine to machine (M2M) payments with Internet of Things (IoT) providers for connected cities.” 

February 29, 2016 — At this juncture, Patryn has supposedly left Quadriga. The reason, he tells Globe and Mail, is because he disagreed with Cotten’s decision to call off listing the company. Quadriga makes a passing mention on Reddit that Patryn is gone, but there is no formal announcement. On the heels of Patryn’s departure, Anthony Milewski and Lovie Horner also resign. (Business Wire)

March 8, 2016 — Quadriga is banned from selling securities altogether when the British Columbia Securities Commission issues a cease trade order. Apparently, Quadriga has not submitted a financial audit for the year ended October 31, 2015. A “Management’s Discussion and Analysis” is also missing.

March 18, 2016 — Director William Filtness and chief financial officer Natasha Tsai also step down from Quadriga, leaving Cotten the sole-guy-in-charge. (Quadriga PR.) Quadriga is now, a one-man band, with Cotten managing the majority of work from his laptop, wherever he happens to be. The servers were in the cloud, on Amazon Web Services. Cotten also “took sole responsibility” for handling the exchange’s coins. (affidavit)

November 3, 2016— Quadriga enters into an agreement with Billerfy, a third-party payment processor owned by José Reyes. (Interpleader order)

November 30, 2016 — Quadriga allows its FINTRAC registration to expire.

April 5, 2017 — Cotten’s partner, Jennifer Kathleen Margaret Griffith changes her last name to Robertson. (Royal Gazette.) According to CBC, she has also used the name Jennifer Forgeron in the past.

June 2, 2017 — Quadriga announces on Reddit (archive) that it has lost some 67,000 ether (ETH) worth about $14 million USD due to a software glitch. The exchange says:

“While this issue poses a setback to QuadrigaCX, and has unfortunately eaten into our profits substantially, it will have no impact on account funding or withdrawals and will have no impact on the day to day operation of the exchange.”

July 18, 2017 — Despite his company’s recent financial setback, Cotten manages to register his 51-foot yacht “The Gulliver.” (Take a peek at the brochure.)

August 21, 2017 — Quadriga customers begin reporting delays in redeeming their Quad Bucks. In emails with clients, Cotten blames the “Canadian banking cartel” for the wire delays, saying they are out to “stifle bitcoin adoption” in the country. (Globe and Mail)

September 26, 2017 — On behalf of Billerfy, José Reyes applies to open three commercial banking accounts at the Canadian Imperial Bank of Commerce (CIBC) Beaver Creek Branch. (Interpleader order)

September 27, 2017 — Reyes visits CIBC’s Bayview Village Branch, and opens personal checking, savings and US dollar accounts. (Interpleader order)

November 28, 2017 — CIBC’s anti-money laundering department reviews the Reyes’ account opening documentation at the Beaver Creek Branch. After the bank learns that Billerfy is a money service business, it closes the accounts. (Interpleader order)

November 30, 2017 — Reyes applies to open two small business banking accounts at CIBC’s Bayview Village Branch on behalf of Costodian, a shell company. One is an “expense account,” the other is a “transaction account.” Reyes tells the bank that Costodian is “[n]ot related to Billerfy’s CMO business.” (Interpleader order)

December 17, 2017 — After a spectacular run up, bitcoin reaches on all time high of nearly $20,000 USD. According to the Globe and Mail, $1.2 billion worth of bitcoin traded on Quadriga in 2017. The exchange took a commission on every trade.

December 4, 2017 – February 20, 2018 — At the height of the crypto bubble, millions of dollars flood into bank accounts that Reyes opened up at CIBC to collect Quadriga funds. In three months, 388 depositors make 465 deposits to Costodian’s “transaction account” in the total amount of $67 million CAD. (Some of the money is eventually withdrawn, leaving roughly $26 million CAD.)

December 22 – 28, 2017—Reyes transfers $2.3 million CAD from Costodian’s “transaction account” to his personal checking and savings accounts. He admits to CIBC he did not notify Quadriga prior to transferring the money to his personal accounts. (Interpleader order)

January 8, 2018 — CIBC is unsure of who the $26 million CAD belongs to, so it freezes two accounts belonging to Costodian and José Reyes. In an interpleader order, the bank asks the court to take possession of the funds and decide who they belong to —QuadrigaCX, Costodian or the depositors. Cotten fights back, claiming CIBC had no right to freeze the funds. Quadriga has already credited depositors with Quad Bucks.   

February 8, 2018 — According to the Globe and Mail, a new company 700964 NB is registered in New Brunswick as “part of a network of entities that helped move millions of dollars around so Quadriga could take deposits and facilitate withdrawals, sometimes in the form of physical bank drafts, for its clients.” Aaron Matthews, Quadriga’s director of operations, and Sarah-Lynn Matthews are listed as owners, but the address on the registration leads to a rickety trailer in a mobile home park.

February 16, 2018 — CIBC is still trying to sort out who the $26 million CAD belong to. The bank asks Jose Reyes (the person who controls the frozen accounts) if it is okay to speak to someone at Quadriga. Reyes declines, because Cotten had indicated that he was not interested in speaking with anyone at CIBC. (Interpleader order)

March 6, 2018 — Reyes finally gives CIBC the okay to contact Cotten. (Interpleader order)

March 15, 2018 — CIBC emails Cotten asking to speak with him briefly. Cotten declines and requests that CIBC only send him questions in writing. (Interpleader order)

March 21, 2018 — CIBC emails Cotten questions regarding the relationship of Quadriga with Costodian/Billerfy and the depositors, and Quadriga’s entitlement to the disputed funds. Neither Cotten, nor anyone else from Quadriga, respond. (Interpleader order)

June 8, 2018 — Cotten and Jennifer Robertson legally marry, according to Globe and Mail, who obtained the marriage certificate. Although, several Reddit posters, who claim they saw Robertson’s Facebook page, insist the couple got married in October 2018.

July 2018 — Michael Patryn hires Reputation.ca to remove negative content about him on Complaints.com, where he is referenced as a money launderer. Patryn later sues Reputation.ca for not moving fast enough, according to the Globe and Mail, who reviewed the court documents.  

November 9, 2018 — The Ontario Superior Court grants CIBC an interpleader order allowing the court to take control of Quadriga/Custodian’s $26 million CAD in funds until the ownership of the funds can be established. (CoinDesk) (Globe and Mail)

November 27, 2018 — Cotten writes up a will, leaving all his belongings to Robertson, including several properties, a 2017 Lexus, an airplane, a 2015 Mini Cooper and a 51-foot Jeanneau sailboat. He goes a step further and details the distribution of his assets should Robertson not survive him, even specifying that $100,000 CAD go to his dogs.

After some digging, CBC learns that Cotten’s widow has a company called Robertson Nova Property Management. Apparently, she, her husband and her company bought 16 properties between May 2016 and October 2018, worth $7.5 million CAD.

“Little is known about Ms. Robertson, who appears to have used three different surnames since she began buying real estate in Nova Scotia with Mr. Cotten in 2016,” reports Globe and Mail in February 2019.

November 30, 2018Cotten and wife Jennifer Robertson arrive in New Delhi, India. They have come to the country to celebrate their honeymoon and participate in the opening of an Angel House orphanage they sponsored. (Globe and Mail)

December 4, 2018 — Quadriga announces on Reddit (archive) that Ontario Superior Court is releasing the funds that CIBC held “hostage” to Costodian, its payment processor. Quadriga writes: “According to our counsel, the funds should be paid out by the end of this week.” However, new problems ensue when the court issues the funds back to Costodian in the form of bank drafts, which Custodian has trouble finding another bank to accept.

December 8, 2018 — At 5:15 p.m. Cotten and Robertson land in Jaipur, where they plan to spend four nights at the high-end Oberoi Rajvilas for $923 a night. Soon after the couple check in, Cotten gets a belly ache. At 9:45 p.m., he checks into Fortis Escorts Hospital. He spends the night at the hospital in a private room. (Globe and Mail)  

December 9, 2018 — Cotten’s condition deteriorates. At 7:26 p.m. he is declared dead due to complications of Crohn’s disease. The cause of death is cardiac arrest. (Globe and Mail.Robertson withholds the news from Quadriga customers for more than a month. Meanwhile, the exchange continues to accept deposits. (Affidavit)

December 10, 2018 — Simmi Mehra, who works at Mahatma Gandhi Medical College & Hospital, refuses to embalm Cotten’s body, in part because the body was coming from  Oberio, the hotel where Cotten had been staying, not the hospital where he died.

She later tells The Globe: “That guy [a representative from the hotel] told me the body will come from the hotel. I said: ‘Why the hotel? I’m not taking any body from the hotel, it should come from Fortis.”

December 10, 2018 — SMS Medical College issues an embalming certificate for Cotten’s body. Sangita Chauhan, who heads the anatomy department there, does not actually see the body. Instead, a junior staffer handles the processing. The body is picked up by staffers at Cotten’s hotel, Oberoi. (Globe and Mail)   

December 10, 2018 — Robertson checks out of the Oberoi and heads back to Canada “with the body,” according to the Globe and Mail.  

December 13, 2018 — Cotten’s death is registered with the Government of Rajasthan Directorate of Economics and Statistics. “The death certificate, obtained by The Globe, lists his “address at time of death” as the Oberoi Rajvilas.” However, a death certificate, later obtained by CoinDesk, lists his “place of death” as Fortis Escorts Hospital. 

December 13, 2018 — The Angel House orphanage that Cotten and Robertson funded opens in Venkatapuram, India. The money the couple donated only paid for materials. The building is still missing several doors, including one to the bathroom. And the man running the orphanage is going into debt. (Globe and Mail)

December 14, 2018 — A funeral service is held for Cotten at J.A. Snow Funeral Home in Halifax Nova Scotia. (Reddit)

Meanwhile, by December, withdrawals from Quadriga have all but ground to a halt. Reddit /r/QuadrigaCX has become awash with people complaining they cannot get their money out of the exchange. (David Gerard.)

January 14, 2019 — Quadriga finally announces that its CEO is deceased. Cotten’s widow posts an announcement on the Quadriga website explaining that Cotten passed away in India while opening an orphanage. To quell any suspicions that he ran off with everyone’s money, she bestows her husband with a host of virtuous qualities:

“Gerry cared deeply about honesty and transparency—values he lived by in both his professional and personal life. He was hardworking and passionate, with an unwavering commitment to his customers, employees, and family.”

Robertson also recommends that Quadriga’s head of operations Aaron Matthews assume the role of interim president and CEO. Later, it appears Matthews denies he is CEO. 

Meanwhile, Quadriga’s customers are now having trouble getting their crypto out of the exchange. There is no reason for this. Crypto should move directly from the exchange to the customer. This leads to concern that maybe the funds aren’t actually there.

January 22, 2019 — Robertson sends a petition to the Supreme Court of British Columbia requesting a shareholder meeting to appoint new board members to Quadriga, because effectively, the company has no board.

January 25, 2019 — Quadriga holds a shareholder meeting (Michael Patryn, Lovie Horner, and Jennifer Robertson). Robertson, her stepfather Thomas Beazley, and a man named Jack Martel are appointed as new directors. They decide to suspend Quadriga’s operations, but hold off on sharing this news with Quadriga’s customers. (Affidavit)

January 26, 2019 — The newly appointed directors instruct that the platform be paused. According to affidavit Robertson files on January 31, “The pause will mean that future trades of cryptocurrency will be temporarily suspended, including the settlement of cash or the trading of currency between users.”

January 28, 2019 — The board meeting was on a Friday. All weekend long, anxious Quadriga customers wait to hear some news. On Monday, they wake to find a large notice on the exchange’s website indicating the site is down for maintenance. (CoinDesk)

January 29, 2019 — Cotten’s widow moves to protect her property. According to the Chronicle Herald, at the end of January, “Robertson took her deceased husband’s name from the ownership of the four properties, worth a combined $1.1 million, then took out collateral mortgages on all four in favour of a trust of which she is a trustee, and finally transferred ownership of at least two of those properties to that trust.”

January 31, 2019 — Quadriga’s website remains in “maintenance mode” for three long, nail-biting days. Then a new notice appears, basically stating the company is bankrupt. Quadriga’s board members have applied for creditor protection (affidavit) with the Nova Scotia Supreme Court. A preliminary hearing is set for February 5.

Buried in the notice is alarming news. Quadriga is scrambling to locate its cold wallets. Most exchanges typically keep the majority of their crypto in offline wallets for security reasons. The situation, is akin to a bank misplacing all of its money.

February 5, 2019 — Represented by Maurice Chaisson, a lawyer with Stewart McKelvey, Quadriga appears in court for its creditor protection hearing. The court appoints Ernst & Young (EY) as a monitor in charge of tracking down the $250 million CAD collectively owed to Quadriga’s customers. The exchange is also granted a 30-day stay, meaning customers are unable to sue the exchange in that time. (CoinDesk.) Quadriga updates its website with a new announcement (archive.)

February 5, 2019 — With keys to the exchange’s cold wallets gone missing, many are wondering if Cotten staged his death. CoinDesk posts a death certificate with Cotten’s name misspelled as “Cottan.” Apparently, fake death certificates are easy to come by in India.

February 7, 2019 — Fortis Escorts, the hospital in Jaipur, India where Cotten passed, releases a statement confirming his death. Cotten arrived the hospital in a “critical condition” with “pre-existing Crohn’s disease and was on monoclonal antibody therapy every 8th week.” He was diagnosed with septic shock and other horrible things. (CoinDesk)

February 8, 2019 CoinDesk reports that crypto funds were moving through the Quadriga platform up to Cotten’s death. In a series of transactions sent from the exchange’s internet-connected hot wallets, more than 9,000 ETH moved from Quadriga to a handful of other exchanges, including Binance, Bitfinex, Kraken and Poloniex. Most of that crypto was transferred the week before Cotten’s death, but there is no telling who initiated the transactions—the exchange, its customers, or both.

February 8, 2019 — The Ontario Securities Commission announces that it will look into Quadriga. (Reuters). The news comes just days after the British Columbia Securities Commission said it had no reach into the exchange. (Reuters)

February 12, 2019 — As if things could not get any worse for Quadriga creditors. In its initial report court-appointed monitor Ernst & Young reveals that on February 6, a day after Quadriga was granted its stay, the exchange “inadvertently” sent 104 of the bitcoin it was holding in its hot wallets (worth $468,675) to its dead CEO’s cold wallet.

The hot wallets now contain 51 bitcoin, 33 bitcoin cash, 2,032 bitcoin gold, 822 litecoin, and 951 ether, worth $434,068 CAD. So, basically, more than half the money in the hot wallets is now gone.

February 14, 2019 — Nova Scotia Supreme Court Judge Michael Wood appoints law firms Miller Thomson and Cox & Palmer to represent the more than 115,000 Quadriga creditors throughout the CCAA proceedings. (Here are the court documents.)

February 20, 2019 — Ernst & Young releases its second report. Jack Martel, a man nobody knew much about, has stepped down from Quadriga’s board. The sending of 104 BTC to the exchange’s cold wallets on February 6 was due to a “platform setting error.” And the CCAA process is running desperately low on funds. (Read my full story here.)

# # #

This timeline is a work in progress. If you see anything that is missing, inaccurate or needs further clarification, let me know. You can also DM me on Twitter. And please consider supporting my work on Patreon!

 

Social media startup Kik is kicking back—at the SEC

screen shot 2019-01-29 at 12.23.59 amKik is ready to go to battle. The Canadian social media startup has decided to take on the U.S. Securities and Exchange Commission (SEC). At issue is whether Kik’s digital token kin is a security.

Kik raised $47.5 million in September 2017 by selling kin in an initial coin offering, or ICO — though, Kik prefers to call it a token distribution event. That was after Kik pre-sold $50 million worth of kin to a group of 50 wealthy investors, mainly blockchain hedge funds. The presale was a simple agreement for future tokens, or SAFT, which is basically, a Reg D exemption, where the investors would get the tokens at some point in the future after things were up and running.

What is kin? On its website, Kik describes kin as a “digital currency” that you can use to “earn points for watching video ads, then use points for stickers and custom emojis.” Kin is different from other in-house loyalty points, because it “can be bought and sold for real money.” In other words, you could use it as a utility token in the Kik app and also trade it on crypto exchanges for other coins, like bitcoin and ether.

Kik initially announced its token sale in May 2017, four months ahead of its ICO. At the time, the company banned Canadians from taking part in its public sale, because the Ontario Securities Commission (OSC) had already deemed its token to be a security. But that didn’t stop Kik from opening its sale up to U.S. citizens.

Although Kik consulted with lawyers before its public ICO, as far as what I can read, it never actually reached out to the SEC for guidance. And it’s not like they weren’t given fair warning that this might pose a problem. 

By mid-2017, the SEC had already begun its crackdown on ICOs. Two months prior to Kik’s ICO, the regulator issued an investigative report concluding that tokens sold by the DAO (a decentralized investment fund that ran on Ethereum) were securities. That report was a cautionary tale to any other project thinking about raising money in an ICO. In a public statement at the time, the SEC said:

“We encourage market participants who are employing new technologies to form investment vehicles or distribute investment opportunities to consult with securities counsel to aid in their analysis of these issues and to contact our staff, as needed, for assistance in analyzing the application of the federal securities laws.” [Emphasis mine.]

But instead of proactively reaching out to the SEC, Kik waited to hear from them.

The SEC first contacted Kik two days after Kik’s token offering began. “It was a friendly contact for information, which we happily responded to,” Kik CEO Ted Livingston wrote in a blog post. But from there the conversations “ramped up,” and on November 16, 2018, the SEC sent Kik and the Kin Foundation a Wells notice—essentially, a letter stating that the regulator was about to bring an enforcement action against them. On December 7, Kik sent back a 31-page response.

As the SEC sees it, Kik is in violation of section 5 of the Securities Act of 1933, which states that it is illegal to sell securities unless you register with the SEC or else apply for an exemption, such a private placement, which limits a sale to accredited investors—in other words, those who know the risks and can survive the loss, if things go wrong. 

As mentioned, Kik’s private token sale was a Reg D exemption. (Here is the SEC filing from September 2017.) According to SEC rule 506 of Regulation D, purchasers receive “restricted securities,” meaning that the securities cannot be sold for at least six months to a year. Also, Reg D does not pre-empt something from being a security.  

In general, the problem with SAFTs is that, for various legal reasons (see SEC rule 144), even after the holding period, you can probably only sell your coins to other accredited investors. In other words, you cannot freely trade those coins on the secondary market. Obviously, that limits kin’s usability. It also makes kin not a very good currency, because you can’t actually buy and sell it for real money—at least not that easily.

The basic rule for determining wether something is a security is the “Howey test,” which states that a security is “an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.” In its response letter, Kik claims kin is not a security according to the Howey test, because Kik never marketed its ICO as an investment.

“Simply put, Kik did not offer or promote Kin as a passive investment opportunity. Doing so would have doomed the project, which could only succeed if Kin purchasers used Kin as a medium of exchange (rather than simply holding it as a passive investment). Accordingly, Kik marketed Kin, not as an investment opportunity, but rather as a way to participate in a fundamentally new way for consumers to access digital products and services, and for innovative developers, and their users, to be compensated for the value they provide.”

But Kik’s main rebuttal is that kin is a currency—so securities laws don’t apply.

Page 11 of the 1934 Securities Exchange Act says this:

“The term ‘‘security’’ means any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement… but shall not include currency or any note, draft, bill of exchange, or banker’s acceptance which has a maturity at the time of issuance.”

Lawyers will have to debate how to define kin. But just as the SEC’s Munchee order in December 2017 made it clear that simply calling a token a “utility token” does not unmake it a security, calling a token a “cryptocurrency” may prove equality as futile—especially, if the token doesn’t actually work as a currency.

After impressive claims, image rights platform KodakOne still has a lot to explain

KodakOne, a photography rights management platform that operates on a blockchain, launched its private beta in October. Since then, the project says it has generated 1,667 new “post-licensing cases” valued at over $1 million, according to a recent press release.

screen shot 2019-01-10 at 9.29.31 pm

Those numbers sound impressive. Until you consider that the post-licensing cases—instances where the images appeared on the web after being uploaded onto the KodakOne database—were likely the result of a simple reverse image search, similar to what services like TinEye, Google Images, and Berify offer. And the $1 million is unlikely to be actual money—or even KodakCoins, the tokens that drive the platform’s economy.

More likely, $1 million is what those post-licensing cases could have been worth if KodakOne was able to actually reach the infringers and get them to fork over the money. But the press release does not make any of this clear.

Still, that did not stop one reporter from handing out accolades. But this is easy to understand given that what lends this particular blockchain project so much credibility is the name: Kodak. After all, who can forget Paul Anka’s “Times of Your Life,” a song made popular by Kodak 70s commercials?

In fact, KodakOne is not an Eastman Kodak company. A company called RYDE Holding (formerly, WENN Digital, which borrowed the WENN name from paparazzi photo agency WENN Media) licensed the iconic Kodak name. RYDE then went on to build the platform in collaboration with ICOx Innovations, the company that issued the recent press release. 

The upside for Eastman Kodak was an increase in its stock price. When Kodak and WENN Digital unveiled the platform in January 2018, Kodak shares went from $3.13 per share to $12.75 in a matter of hours.

How does—or will, or would—KodakOne work? Something like this: Photographers register and archive their work on the site. The platform then trawls the Internet to find unlicensed versions of the images. It then somehow notifies the infringers and tries to get them to pay up. It also matches up buyers and sellers in an online marketplace.

The concept is a good one, except that it makes no sense to put any of this on a blockchain. If you are going to operate a stock photo site, you can do it on a centralized system. And KodakOne could have allowed its users to pay for services in fiat. But then it would not have been able to raise money in an initial coin offering (ICO).

Last spring, KodakOne raised at least $4.1 million via a simple agreement for future tokens (SAFT), meaning it sold rights to future tokens to accredited investors. Unlike a traditional ICO, the idea behind a SAFT is that the tokens are delivered when there is a functioning network in place.

As Bloomberg’s Matt Levine points out, because the tokens were sold in a private placement, this could lead to problems down the road, especially if you want your token to function as an actual utility token on the network.

“But what if the photographer sells her photos for KodakCoins and then wants to sell her KodakCoins for money? Well, she will have a hard time,” Levine wrote, explaining that, for various legal reasons (see U.S. Securities and Exchange Commission Rule 144), you can probably only sell your KodakCoins to accredited investors.

That is just one of the controversies surrounding the project. In June 2018, reports came out that the project was stiffing its developers $125,000 in unpaid fees.

But none of this stopped KodakOne from supposedly moving forward with its plans. According to the recent press release:

“The beta platform is currently operational and being used by agencies including Blaublut Edition and Food Centrale, as well as numerous photographers, with multiple international customers in the pipeline for the next phase of deployment.”

I reached out to Blaublut Edition and Food Centrale for details on how they used the platform, but have yet to hear back.

One critic claims the KodakOne beta platform does not actually exist. Armel Nene, a developer who says he was hired by RYDE to work on the project but has not been paid, wrote in a blog post:

“November 2018, still no payment from Ryde to any of the invoices. Instead the company is publishing fake information on the internet that they are launching their platform in beta mode. This is a lie as the person working on it confirmed that he’s keeping the code as a ransom to the money they owe him.”

So, is the beta version of KodakOne real? How did KodakOne comes up with $1 million? I reached out for comment. If they respond, I’ll update the story. But while how the project came up with this figure is one question, KodakOne still has a lot to answer for.

If you want to dig deeper into the KodakOne project, “Attack of the 50-foot Blockchain” author David Gerard has written a 10-part series on KodakOne and KodakCoin that will tell you everything you need to know.